0001075531-21-000019.txt : 20210224 0001075531-21-000019.hdr.sgml : 20210224 20210224172019 ACCESSION NUMBER: 0001075531-21-000019 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 129 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210224 DATE AS OF CHANGE: 20210224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Booking Holdings Inc. CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36691 FILM NUMBER: 21674882 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: Priceline Group Inc. DATE OF NAME CHANGE: 20140328 FORMER COMPANY: FORMER CONFORMED NAME: PRICELINE COM INC DATE OF NAME CHANGE: 19981221 10-K 1 bkng-20201231.htm 10-K bkng-20201231
FY☒☐FALSE20200001075531500998166492262252,19233—0.0080.0081,0001,00063,406,45163,179,47122,446,89721,762,070233308317P3YP1Yus-gaap:AccruedLiabilitiesCurrentus-gaap:AccruedLiabilitiesCurrent00010755312020-01-012020-12-310001075531us-gaap:CommonStockMember2020-01-012020-12-310001075531bkng:A0.8SeniorNotesDueMarch2022Member2020-01-012020-12-310001075531bkng:A2.15SeniorNotesDueNovember2022Member2020-01-012020-12-310001075531bkng:A2.375SeniorNotesDueSeptember2024MemberMember2020-01-012020-12-310001075531bkng:A1.8SeniorNotesDueMarch2027Member2020-01-012020-12-31iso4217:USD00010755312020-06-30xbrli:shares00010755312021-02-1700010755312020-12-3100010755312019-12-31iso4217:USDxbrli:shares0001075531bkng:AgencyRevenueMember2020-01-012020-12-310001075531bkng:AgencyRevenueMember2019-01-012019-12-310001075531bkng:AgencyRevenueMember2018-01-012018-12-310001075531bkng:MerchantRevenueMember2020-01-012020-12-310001075531bkng:MerchantRevenueMember2019-01-012019-12-310001075531bkng:MerchantRevenueMember2018-01-012018-12-310001075531bkng:AdvertisingandotherrevenuesMember2020-01-012020-12-310001075531bkng:AdvertisingandotherrevenuesMember2019-01-012019-12-310001075531bkng:AdvertisingandotherrevenuesMember2018-01-012018-12-3100010755312019-01-012019-12-3100010755312018-01-012018-12-310001075531bkng:LaborAndRelatedExpenseMember2020-01-012020-12-310001075531bkng:LaborAndRelatedExpenseMember2019-01-012019-12-310001075531bkng:LaborAndRelatedExpenseMember2018-01-012018-12-310001075531us-gaap:CommonStockMember2017-12-310001075531us-gaap:TreasuryStockMember2017-12-310001075531us-gaap:AdditionalPaidInCapitalMember2017-12-310001075531us-gaap:RetainedEarningsMember2017-12-310001075531us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-3100010755312017-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2017-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2017-12-310001075531us-gaap:RetainedEarningsMember2018-01-012018-12-310001075531us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001075531us-gaap:CommonStockMember2018-01-012018-12-310001075531us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-310001075531us-gaap:TreasuryStockMember2018-01-012018-12-310001075531us-gaap:CommonStockMember2018-12-310001075531us-gaap:TreasuryStockMember2018-12-310001075531us-gaap:AdditionalPaidInCapitalMember2018-12-310001075531us-gaap:RetainedEarningsMember2018-12-310001075531us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-3100010755312018-12-310001075531us-gaap:RetainedEarningsMember2019-01-012019-12-310001075531us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001075531us-gaap:CommonStockMember2019-01-012019-12-310001075531us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001075531us-gaap:TreasuryStockMember2019-01-012019-12-310001075531us-gaap:CommonStockMember2019-12-310001075531us-gaap:TreasuryStockMember2019-12-310001075531us-gaap:AdditionalPaidInCapitalMember2019-12-310001075531us-gaap:RetainedEarningsMember2019-12-310001075531us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2019-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310001075531us-gaap:RetainedEarningsMember2020-01-012020-12-310001075531us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001075531us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001075531us-gaap:CommonStockMember2020-01-012020-12-310001075531us-gaap:TreasuryStockMember2020-01-012020-12-310001075531us-gaap:CommonStockMember2020-12-310001075531us-gaap:TreasuryStockMember2020-12-310001075531us-gaap:AdditionalPaidInCapitalMember2020-12-310001075531us-gaap:RetainedEarningsMember2020-12-310001075531us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-31bkng:brand00010755312020-04-012020-04-300001075531srt:MaximumMember2020-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMemberus-gaap:AccountingStandardsUpdate201409Member2017-12-31bkng:segmentxbrli:pure0001075531us-gaap:ProductConcentrationRiskMemberbkng:OnlineaccommodationreservationservicesMemberus-gaap:SalesRevenueNetMember2020-01-012020-12-310001075531us-gaap:ProductConcentrationRiskMemberbkng:OnlineaccommodationreservationservicesMemberus-gaap:SalesRevenueNetMember2019-01-012019-12-310001075531us-gaap:ProductConcentrationRiskMemberbkng:OnlineaccommodationreservationservicesMemberus-gaap:SalesRevenueNetMember2018-01-012018-12-310001075531us-gaap:ProductConcentrationRiskMemberbkng:OthersourcesofonlinetravelreservationservicesoradvertisingandotherrevenuesMemberus-gaap:SalesRevenueNetMembersrt:MaximumMember2018-01-012018-12-310001075531us-gaap:ProductConcentrationRiskMemberbkng:OthersourcesofonlinetravelreservationservicesoradvertisingandotherrevenuesMemberus-gaap:SalesRevenueNetMembersrt:MaximumMember2019-01-012019-12-310001075531us-gaap:ProductConcentrationRiskMemberbkng:OthersourcesofonlinetravelreservationservicesoradvertisingandotherrevenuesMemberus-gaap:SalesRevenueNetMembersrt:MaximumMember2020-01-012020-12-310001075531bkng:OnlineTravelReservationServicesMemberbkng:DeferredMerchantBookingsMember2019-12-310001075531bkng:OnlineTravelReservationServicesMemberbkng:DeferredMerchantBookingsMember2018-12-310001075531bkng:OnlineTravelReservationServicesMember2020-01-012020-12-310001075531bkng:OnlineTravelReservationServicesMember2019-01-012019-12-310001075531bkng:OnlineTravelReservationServicesMemberbkng:DeferredMerchantBookingsMember2020-12-310001075531bkng:LoyaltyIncentiveProgramsMemberus-gaap:AccruedLiabilitiesMember2020-12-310001075531bkng:LoyaltyIncentiveProgramsMemberus-gaap:AccruedLiabilitiesMember2019-12-310001075531bkng:LoyaltyIncentiveProgramsMemberbkng:OpenTableMember2018-03-012018-03-310001075531bkng:LoyaltyIncentiveProgramsMemberbkng:OpenTableMember2020-01-012020-12-310001075531bkng:OtherIncentiveProgramsMemberus-gaap:AccruedLiabilitiesMember2020-12-310001075531bkng:OtherIncentiveProgramsMemberus-gaap:AccruedLiabilitiesMember2019-12-310001075531bkng:Booking.comMemberbkng:OtherIncentiveProgramsAdditionalRebatesMember2020-01-012020-12-310001075531bkng:Booking.comMemberbkng:OtherIncentiveProgramsAdditionalRebatesMember2020-12-310001075531bkng:OmnibusPlan1999Member2020-12-310001075531bkng:OtherplansassumedinacquisitionsMember2020-12-310001075531bkng:AdjustmentforchangeinestimatedprobableoutcomeattheendoftheperformanceperiodMemberus-gaap:PerformanceSharesMember2020-01-012020-12-310001075531bkng:AdjustmentforchangeinestimatedprobableoutcomeattheendoftheperformanceperiodMemberus-gaap:PerformanceSharesMember2019-01-012019-12-310001075531bkng:AdjustmentforchangeinestimatedprobableoutcomeattheendoftheperformanceperiodMemberus-gaap:PerformanceSharesMember2018-01-012018-12-310001075531us-gaap:PerformanceSharesMember2020-01-012020-12-310001075531us-gaap:PerformanceSharesMemberbkng:PerformanceShareUnits2018GrantsMember2020-01-012020-12-310001075531bkng:PerformanceShareUnits2018And2019GrantsMemberus-gaap:PerformanceSharesMemberus-gaap:SubsequentEventMember2021-01-012021-01-310001075531bkng:AwardsOtherThanOptionsMember2020-12-310001075531bkng:AwardsOtherThanOptionsMember2020-01-012020-12-310001075531us-gaap:EmployeeStockOptionMember2020-12-310001075531us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001075531us-gaap:RestrictedStockUnitsRSUMembersrt:MinimumMember2020-01-012020-12-310001075531us-gaap:RestrictedStockUnitsRSUMembersrt:MaximumMember2020-01-012020-12-310001075531us-gaap:RestrictedStockUnitsRSUMember2019-12-310001075531us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001075531us-gaap:RestrictedStockUnitsRSUMember2020-12-310001075531us-gaap:PerformanceSharesMember2019-12-310001075531us-gaap:PerformanceSharesMember2020-12-310001075531us-gaap:PerformanceSharesMemberbkng:PerformanceShareUnits2020GrantsMemberbkng:PerformanceSharesSharesProbableToBeIssuedMember2020-12-310001075531bkng:PerformanceShareUnits2019GrantsMemberus-gaap:PerformanceSharesMemberbkng:PerformanceSharesSharesProbableToBeIssuedMember2020-12-310001075531us-gaap:PerformanceSharesMemberbkng:PerformanceShareUnits2018GrantsMemberbkng:PerformanceSharesSharesProbableToBeIssuedMember2020-12-310001075531bkng:SharesnotsubjecttoachieveminimumperformancethresholdMemberus-gaap:PerformanceSharesMemberbkng:PerformanceShareUnits2020GrantsMember2020-12-310001075531bkng:SharesnotsubjecttoachieveminimumperformancethresholdMemberbkng:PerformanceShareUnits2019GrantsMemberus-gaap:PerformanceSharesMember2020-12-310001075531us-gaap:PerformanceSharesMemberbkng:PerformanceShareUnits2020GrantsMemberbkng:MaximumnumberofsharesthatcouldbeissuedMember2020-12-310001075531bkng:PerformanceShareUnits2019GrantsMemberus-gaap:PerformanceSharesMemberbkng:MaximumnumberofsharesthatcouldbeissuedMember2020-12-310001075531bkng:ExecutiveOfficersMember2020-05-012020-05-310001075531us-gaap:EmployeeStockOptionMember2019-12-310001075531us-gaap:EmployeeStockOptionMember2019-01-012019-12-310001075531bkng:Trip.comGroupMemberus-gaap:ShortTermInvestmentsMemberus-gaap:ConvertibleDebtSecuritiesMember2020-12-310001075531bkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMember2020-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberbkng:LongtermInvestmentsMember2020-12-310001075531bkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:EquitySecuritiesMemberbkng:LongtermInvestmentsMember2020-12-310001075531bkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:ForeignGovernmentDebtSecuritiesMemberus-gaap:ShortTermInvestmentsMember2019-12-310001075531us-gaap:USGovernmentDebtSecuritiesMemberus-gaap:ShortTermInvestmentsMember2019-12-310001075531us-gaap:ShortTermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:ShortTermInvestmentsMember2019-12-310001075531bkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMember2019-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:ForeignGovernmentDebtSecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:USGovernmentDebtSecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531bkng:LongtermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531bkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:EquitySecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531bkng:LongtermInvestmentsMember2019-12-310001075531bkng:GovernmentAndCorporateDebtSecuritiesMember2020-01-012020-12-310001075531bkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMember2020-12-310001075531bkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMember2020-05-012020-05-310001075531bkng:Trip.comGroupMemberbkng:LongtermInvestmentsMember2019-12-310001075531bkng:Trip.comGroupMember2020-01-012020-12-310001075531bkng:Trip.comGroupMember2019-01-012019-12-310001075531bkng:Trip.comGroupMember2018-01-012018-12-310001075531bkng:MeituanDianpingMember2017-01-012017-12-310001075531bkng:MeituanDianpingMemberbkng:LongtermInvestmentsMember2020-12-310001075531bkng:MeituanDianpingMemberbkng:LongtermInvestmentsMember2019-12-310001075531bkng:MeituanDianpingMember2020-01-012020-12-310001075531bkng:MeituanDianpingMember2019-01-012019-12-310001075531bkng:MeituanDianpingMember2018-01-012018-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberbkng:DidiChuxingMemberbkng:LongtermInvestmentsMember2019-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberbkng:DidiChuxingMemberbkng:LongtermInvestmentsMember2020-01-012020-03-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberbkng:DidiChuxingMemberbkng:LongtermInvestmentsMember2020-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberbkng:InvestmentInPrivateCompanyMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:RedeemableConvertiblePreferredStockMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:RedeemableConvertiblePreferredStockMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMemberus-gaap:CashEquivalentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:CashEquivalentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:BankTimeDepositsMemberus-gaap:CashEquivalentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:CashEquivalentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberbkng:Trip.comGroupMemberus-gaap:ShortTermInvestmentsMemberus-gaap:ConvertibleDebtSecuritiesMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberbkng:Trip.comGroupMemberus-gaap:ShortTermInvestmentsMemberus-gaap:ConvertibleDebtSecuritiesMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:Trip.comGroupMemberus-gaap:ShortTermInvestmentsMemberus-gaap:ConvertibleDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:Trip.comGroupMemberus-gaap:ShortTermInvestmentsMemberus-gaap:ConvertibleDebtSecuritiesMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberbkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberbkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberbkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberbkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Memberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Memberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMember2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsRecurringMember2020-12-310001075531us-gaap:FairValueInputsLevel1Memberbkng:EquitySecuritiesPrivateCompaniesMemberus-gaap:FairValueMeasurementsNonrecurringMemberbkng:LongtermInvestmentsMember2020-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMemberbkng:LongtermInvestmentsMember2020-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberus-gaap:FairValueMeasurementsNonrecurringMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberus-gaap:FairValueMeasurementsNonrecurringMemberbkng:LongtermInvestmentsMember2020-12-310001075531us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsNonrecurringMemberbkng:OpenTableAndKAYAKMemberus-gaap:GoodwillMember2020-12-310001075531us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMemberbkng:OpenTableAndKAYAKMemberus-gaap:GoodwillMember2020-12-310001075531us-gaap:FairValueMeasurementsNonrecurringMemberbkng:OpenTableAndKAYAKMemberus-gaap:FairValueInputsLevel3Memberus-gaap:GoodwillMember2020-12-310001075531us-gaap:FairValueMeasurementsNonrecurringMemberbkng:OpenTableAndKAYAKMemberus-gaap:GoodwillMember2020-12-310001075531us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310001075531us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310001075531us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531us-gaap:FairValueMeasurementsNonrecurringMember2020-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberbkng:DidiChuxingMemberus-gaap:FairValueMeasurementsNonrecurringMemberbkng:LongtermInvestmentsMember2020-03-310001075531bkng:OpenTableAndKAYAKMember2020-03-310001075531bkng:OpenTableAndKAYAKMember2020-01-012020-03-310001075531bkng:OpenTableAndKAYAKMember2020-09-300001075531bkng:OpenTableAndKAYAKMember2020-07-012020-09-300001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMemberus-gaap:CashEquivalentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:CashEquivalentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:CashEquivalentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CashEquivalentsMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CashEquivalentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:BankTimeDepositsMemberus-gaap:CashEquivalentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:CashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:CashEquivalentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ShortTermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ShortTermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignGovernmentDebtSecuritiesMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignGovernmentDebtSecuritiesMemberus-gaap:ShortTermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ShortTermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ShortTermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentDebtSecuritiesMemberus-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentDebtSecuritiesMemberus-gaap:ShortTermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ShortTermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ShortTermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ShortTermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberbkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberbkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:DebtsecuritiesprivatecompaniesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignGovernmentDebtSecuritiesMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignGovernmentDebtSecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentDebtSecuritiesMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentDebtSecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberbkng:LongtermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberbkng:LongtermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:LongtermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:LongtermInvestmentsMemberus-gaap:CorporateDebtSecuritiesMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberbkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberbkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberbkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Memberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Memberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberbkng:LongtermInvestmentsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMember2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:RedeemableConvertiblePreferredStockMemberbkng:GrabMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001075531us-gaap:FairValueMeasurementsRecurringMemberus-gaap:RedeemableConvertiblePreferredStockMemberbkng:GrabMemberbkng:LongtermInvestmentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001075531bkng:EquitySecuritiesPrivateCompaniesMemberbkng:DidiChuxingMemberbkng:LongtermInvestmentsMember2020-03-310001075531us-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberbkng:DidiChuxingMember2020-03-310001075531us-gaap:MeasurementInputDiscountRateMemberbkng:DidiChuxingMembersrt:MaximumMember2020-03-310001075531us-gaap:MeasurementInputEbitdaMultipleMembersrt:MinimumMemberbkng:DidiChuxingMember2020-03-310001075531us-gaap:MeasurementInputEbitdaMultipleMemberbkng:DidiChuxingMembersrt:MaximumMember2020-03-310001075531us-gaap:MeasurementInputPriceVolatilityMembersrt:MinimumMemberbkng:DidiChuxingMember2020-03-310001075531us-gaap:MeasurementInputPriceVolatilityMemberbkng:DidiChuxingMembersrt:MaximumMember2020-03-31bkng:Years0001075531us-gaap:MeasurementInputExpectedTermMemberbkng:DidiChuxingMember2020-03-310001075531us-gaap:NondesignatedMemberus-gaap:ForwardContractsMemberbkng:ForeigncurrencypurchasesMember2020-12-310001075531us-gaap:NondesignatedMemberus-gaap:ForwardContractsMemberbkng:ForeigncurrencypurchasesMember2019-12-310001075531bkng:ForeigncurrencysalesMemberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMember2020-12-310001075531bkng:ForeigncurrencysalesMemberus-gaap:NondesignatedMemberus-gaap:ForwardContractsMember2019-12-310001075531bkng:PrepaidExpensesNetMember2020-12-310001075531bkng:PrepaidExpensesNetMember2019-12-310001075531us-gaap:OtherNoncurrentAssetsMember2020-12-310001075531bkng:MerchantRevenueMember2020-01-012020-12-310001075531bkng:PrepaymentsToCustomersMemberbkng:Salesandotherexpenses2020-01-012020-12-310001075531bkng:Salesandotherexpenses2019-01-012019-12-310001075531bkng:Salesandotherexpenses2020-01-012020-12-310001075531us-gaap:ComputerEquipmentMember2020-12-310001075531us-gaap:ComputerEquipmentMember2019-12-310001075531us-gaap:ComputerEquipmentMembersrt:MinimumMember2020-01-012020-12-310001075531us-gaap:ComputerEquipmentMembersrt:MaximumMember2020-01-012020-12-310001075531us-gaap:SoftwareDevelopmentMember2020-12-310001075531us-gaap:SoftwareDevelopmentMember2019-12-310001075531srt:MinimumMemberus-gaap:SoftwareDevelopmentMember2020-01-012020-12-310001075531us-gaap:SoftwareDevelopmentMembersrt:MaximumMember2020-01-012020-12-310001075531us-gaap:LeaseholdImprovementsMember2020-12-310001075531us-gaap:LeaseholdImprovementsMember2019-12-310001075531us-gaap:LeaseholdImprovementsMembersrt:MinimumMember2020-01-012020-12-310001075531us-gaap:LeaseholdImprovementsMembersrt:MaximumMember2020-01-012020-12-310001075531bkng:OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember2020-12-310001075531bkng:OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember2019-12-310001075531srt:MinimumMemberbkng:OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember2020-01-012020-12-310001075531bkng:OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMembersrt:MaximumMember2020-01-012020-12-310001075531bkng:BuildingconstructioninprogressMember2020-12-310001075531bkng:BuildingconstructioninprogressMember2019-12-310001075531us-gaap:SoftwareDevelopmentMember2020-01-012020-12-310001075531us-gaap:SoftwareDevelopmentMember2019-01-012019-12-310001075531us-gaap:SoftwareDevelopmentMember2018-01-012018-12-310001075531bkng:OpenTableAndKAYAKMember2020-01-012020-12-310001075531bkng:OpenTableAndKAYAKMember2019-01-012019-12-310001075531us-gaap:DistributionRightsMember2020-12-310001075531us-gaap:DistributionRightsMember2019-12-310001075531us-gaap:DistributionRightsMembersrt:MinimumMember2020-01-012020-12-310001075531us-gaap:DistributionRightsMembersrt:MaximumMember2020-01-012020-12-310001075531us-gaap:TechnologyBasedIntangibleAssetsMember2020-12-310001075531us-gaap:TechnologyBasedIntangibleAssetsMember2019-12-310001075531us-gaap:TechnologyBasedIntangibleAssetsMembersrt:MinimumMember2020-01-012020-12-310001075531us-gaap:TechnologyBasedIntangibleAssetsMembersrt:MaximumMember2020-01-012020-12-310001075531us-gaap:InternetDomainNamesMember2020-12-310001075531us-gaap:InternetDomainNamesMember2019-12-310001075531us-gaap:InternetDomainNamesMembersrt:MinimumMember2020-01-012020-12-310001075531us-gaap:InternetDomainNamesMembersrt:MaximumMember2020-01-012020-12-310001075531us-gaap:TradeNamesMember2020-12-310001075531us-gaap:TradeNamesMember2019-12-310001075531srt:MinimumMemberus-gaap:TradeNamesMember2020-01-012020-12-310001075531srt:MaximumMemberus-gaap:TradeNamesMember2020-01-012020-12-310001075531us-gaap:OtherIntangibleAssetsMember2020-12-310001075531us-gaap:OtherIntangibleAssetsMember2019-12-310001075531us-gaap:OtherIntangibleAssetsMembersrt:MaximumMember2020-01-012020-12-310001075531us-gaap:RevolvingCreditFacilityMember2019-08-310001075531us-gaap:RevolvingCreditFacilityMember2019-08-012019-08-310001075531us-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMemberbkng:Rate1Member2019-08-012019-08-310001075531us-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberbkng:Rate1Member2019-08-012019-08-310001075531bkng:Rate2BMemberus-gaap:FederalFundsPurchasedMemberus-gaap:RevolvingCreditFacilityMember2019-08-012019-08-310001075531bkng:Rate2CMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMemberbkng:OneMonthLiborMember2019-08-012019-08-310001075531bkng:Rate2CMemberus-gaap:RevolvingCreditFacilityMemberbkng:OneMonthLiborMember2019-08-012019-08-310001075531bkng:Rate2CMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2019-08-012019-08-310001075531bkng:Rate2CMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2019-08-012019-08-310001075531srt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2019-08-012019-08-310001075531us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2019-08-012019-08-310001075531us-gaap:LetterOfCreditMember2019-08-310001075531bkng:SwinglineLoansMember2019-08-310001075531us-gaap:RevolvingCreditFacilityMember2019-12-310001075531us-gaap:RevolvingCreditFacilityMember2020-12-310001075531us-gaap:LetterOfCreditMember2020-12-310001075531us-gaap:LetterOfCreditMember2019-12-310001075531us-gaap:RevolvingCreditFacilityMember2015-06-300001075531us-gaap:RevolvingCreditFacilityMember2015-06-012015-06-300001075531us-gaap:RevolvingCreditFacilityMember2019-01-012019-06-300001075531us-gaap:RevolvingCreditFacilityMember2020-04-300001075531us-gaap:RevolvingCreditFacilityMember2020-10-310001075531bkng:A0.9SeniorConvertibleNotesDueSeptember2021Memberus-gaap:ConvertibleDebtMember2020-12-310001075531us-gaap:SeniorNotesMemberbkng:A0.8SeniorNotesDueMarch2022Member2020-12-31iso4217:EUR0001075531bkng:A2.15SeniorNotesDueNovember2022Memberus-gaap:SeniorNotesMember2020-12-310001075531us-gaap:SeniorNotesMemberbkng:A2.75SeniorNotesDueMarch2023Member2020-12-310001075531us-gaap:SeniorNotesMemberbkng:A2375SeniorNotesDueSeptember2024Member2020-12-310001075531us-gaap:SeniorNotesMemberbkng:A3.65SeniorNotesDueMarch2025Member2020-12-310001075531us-gaap:SeniorNotesMemberbkng:A41SeniorNotesDueApril2025Member2020-12-310001075531bkng:A075SeniorConvertibleNotesDueMay2025Memberus-gaap:ConvertibleDebtMember2020-12-310001075531bkng:A3.6SeniorNotesDueJune2026Memberus-gaap:SeniorNotesMember2020-12-310001075531us-gaap:SeniorNotesMemberbkng:A1.8SeniorNotesDueMarch2027Member2020-12-310001075531us-gaap:SeniorNotesMemberbkng:A4.5SeniorNotesDueApril2027Member2020-12-310001075531us-gaap:SeniorNotesMemberbkng:A3.55SeniorNotesDueMarch2028Member2020-12-310001075531bkng:A4.625SeniorNotesDueApril2030Memberus-gaap:SeniorNotesMember2020-12-310001075531us-gaap:ConvertibleDebtMemberbkng:A0.35SeniorConvertibleNotesDueJune2020Member2019-12-310001075531bkng:A0.9SeniorConvertibleNotesDueSeptember2021Memberus-gaap:ConvertibleDebtMember2019-12-310001075531us-gaap:SeniorNotesMemberbkng:A0.8SeniorNotesDueMarch2022Member2019-12-310001075531bkng:A2.15SeniorNotesDueNovember2022Memberus-gaap:SeniorNotesMember2019-12-310001075531us-gaap:SeniorNotesMemberbkng:A2.75SeniorNotesDueMarch2023Member2019-12-310001075531us-gaap:SeniorNotesMemberbkng:A2375SeniorNotesDueSeptember2024Member2019-12-310001075531us-gaap:SeniorNotesMemberbkng:A3.65SeniorNotesDueMarch2025Member2019-12-310001075531bkng:A3.6SeniorNotesDueJune2026Memberus-gaap:SeniorNotesMember2019-12-310001075531us-gaap:SeniorNotesMemberbkng:A1.8SeniorNotesDueMarch2027Member2019-12-310001075531us-gaap:SeniorNotesMemberbkng:A3.55SeniorNotesDueMarch2028Member2019-12-310001075531us-gaap:FairValueInputsLevel2Member2020-12-310001075531us-gaap:FairValueInputsLevel2Member2019-12-310001075531bkng:A075SeniorConvertibleNotesDueMay2025Memberus-gaap:ConvertibleDebtMember2020-04-300001075531bkng:A075SeniorConvertibleNotesDueMay2025Memberus-gaap:ConvertibleDebtMember2020-01-012020-12-31bkng:day0001075531bkng:A075SeniorConvertibleNotesDueMay2025Membersrt:MinimumMemberus-gaap:ConvertibleDebtMember2020-04-012020-04-300001075531bkng:A075SeniorConvertibleNotesDueMay2025Memberus-gaap:ConvertibleDebtMembersrt:MaximumMember2020-04-012020-04-300001075531bkng:A075SeniorConvertibleNotesDueMay2025Memberus-gaap:ConvertibleDebtMember2020-04-012020-04-300001075531bkng:A0.9SeniorConvertibleNotesDueSeptember2021Memberus-gaap:ConvertibleDebtMember2014-08-310001075531bkng:A0.9SeniorConvertibleNotesDueSeptember2021Memberus-gaap:ConvertibleDebtMember2014-01-012014-12-310001075531bkng:A0.9SeniorConvertibleNotesDueSeptember2021Membersrt:MinimumMemberus-gaap:ConvertibleDebtMember2014-08-012014-08-310001075531bkng:A0.9SeniorConvertibleNotesDueSeptember2021Memberus-gaap:ConvertibleDebtMembersrt:MaximumMember2014-08-012014-08-310001075531bkng:A0.9SeniorConvertibleNotesDueSeptember2021Memberus-gaap:ConvertibleDebtMember2014-08-012014-08-310001075531bkng:A0.9SeniorConvertibleNotesDueSeptember2021Memberus-gaap:ConvertibleDebtMember2020-01-012020-12-310001075531bkng:A0.35SeniorConvertibleNotesDueJune2020Memberus-gaap:ConvertibleDebtMember2013-05-310001075531bkng:A0.35SeniorConvertibleNotesDueJune2020Memberus-gaap:ConvertibleDebtMember2020-06-012020-06-300001075531bkng:ConvertibleDebt100PercentDueMarch2018Memberus-gaap:ConvertibleDebtMember2012-03-310001075531bkng:ConvertibleDebt100PercentDueMarch2018Memberus-gaap:ConvertibleDebtMember2018-03-012018-03-310001075531us-gaap:ConvertibleDebtMember2020-01-012020-12-310001075531us-gaap:ConvertibleDebtMember2019-01-012019-12-310001075531us-gaap:ConvertibleDebtMember2018-01-012018-12-310001075531us-gaap:SeniorNotesMemberbkng:A41SeniorNotesDueApril2025Member2020-04-300001075531us-gaap:SeniorNotesMemberbkng:A4.5SeniorNotesDueApril2027Member2020-04-300001075531bkng:A4.625SeniorNotesDueApril2030Memberus-gaap:SeniorNotesMember2020-04-300001075531us-gaap:SeniorNotesMember2020-01-012020-12-310001075531us-gaap:SeniorNotesMember2020-12-310001075531us-gaap:SeniorNotesMember2019-12-310001075531us-gaap:SeniorNotesMemberbkng:A0.8SeniorNotesDueMarch2022Member2017-03-310001075531bkng:A2.15SeniorNotesDueNovember2022Memberus-gaap:SeniorNotesMember2015-11-300001075531us-gaap:SeniorNotesMemberbkng:A2.75SeniorNotesDueMarch2023Member2017-08-310001075531us-gaap:SeniorNotesMemberbkng:A2375SeniorNotesDueSeptember2024Member2014-09-300001075531us-gaap:SeniorNotesMemberbkng:A3.65SeniorNotesDueMarch2025Member2015-03-310001075531bkng:A3.6SeniorNotesDueJune2026Memberus-gaap:SeniorNotesMember2016-05-310001075531us-gaap:SeniorNotesMemberbkng:A1.8SeniorNotesDueMarch2027Member2015-03-310001075531us-gaap:SeniorNotesMemberbkng:A3.55SeniorNotesDueMarch2028Member2017-08-310001075531us-gaap:SeniorNotesMember2019-01-012019-12-310001075531us-gaap:SeniorNotesMember2018-01-012018-12-310001075531srt:MinimumMemberus-gaap:DesignatedAsHedgingInstrumentMemberbkng:EuroDenominatedDebtMember2020-01-012020-12-310001075531us-gaap:DesignatedAsHedgingInstrumentMemberbkng:EuroDenominatedDebtMembersrt:MaximumMember2020-01-012020-12-310001075531srt:MinimumMemberus-gaap:DesignatedAsHedgingInstrumentMemberbkng:EuroDenominatedDebtMember2019-01-012019-12-310001075531us-gaap:DesignatedAsHedgingInstrumentMemberbkng:EuroDenominatedDebtMembersrt:MaximumMember2019-01-012019-12-310001075531bkng:A2019ShareRepurchaseProgramMember2019-12-310001075531bkng:A2019ShareRepurchaseProgramMember2020-12-310001075531bkng:A2019ShareRepurchaseProgramMember2020-04-012020-12-310001075531bkng:CommonStockRepurchaseProgramMember2020-01-012020-12-310001075531bkng:CommonStockRepurchaseProgramMember2019-01-012019-12-310001075531bkng:CommonStockRepurchaseProgramMember2018-01-012018-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember2017-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember2017-12-310001075531us-gaap:AccumulatedTranslationAdjustmentMember2017-12-310001075531us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2017-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember2018-01-012018-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember2018-01-012018-12-310001075531us-gaap:AccumulatedTranslationAdjustmentMember2018-01-012018-12-310001075531us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2018-01-012018-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201601Member2017-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201601Member2017-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201601Memberus-gaap:AccumulatedTranslationAdjustmentMember2017-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedNetUnrealizedInvestmentGainLossMemberus-gaap:AccountingStandardsUpdate201601Member2017-12-310001075531srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201601Memberus-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember2018-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember2018-12-310001075531us-gaap:AccumulatedTranslationAdjustmentMember2018-12-310001075531us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2018-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember2019-01-012019-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember2019-01-012019-12-310001075531us-gaap:AccumulatedTranslationAdjustmentMember2019-01-012019-12-310001075531us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2019-01-012019-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember2019-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember2019-12-310001075531us-gaap:AccumulatedTranslationAdjustmentMember2019-12-310001075531us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2019-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember2020-01-012020-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember2020-01-012020-12-310001075531us-gaap:AccumulatedTranslationAdjustmentMember2020-01-012020-12-310001075531us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-01-012020-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember2020-12-310001075531bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember2020-12-310001075531us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001075531us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-12-310001075531us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeForwardMemberus-gaap:AccumulatedTranslationAdjustmentMember2019-12-310001075531us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeForwardMemberus-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001075531us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeForwardMemberus-gaap:AccumulatedTranslationAdjustmentMember2017-12-310001075531us-gaap:NetInvestmentHedgingMemberus-gaap:ForeignExchangeForwardMemberus-gaap:AccumulatedTranslationAdjustmentMember2018-12-310001075531bkng:Trip.comGroupMemberus-gaap:AccumulatedNetUnrealizedInvestmentGainLossMemberus-gaap:ConvertibleDebtSecuritiesMember2020-01-012020-12-310001075531bkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMember2020-05-310001075531bkng:Trip.comGroupMemberus-gaap:AccumulatedNetUnrealizedInvestmentGainLossMemberus-gaap:ConvertibleDebtSecuritiesMember2019-01-012019-12-310001075531bkng:Trip.comGroupMemberus-gaap:ConvertibleDebtSecuritiesMember2019-08-310001075531us-gaap:AccruedLiabilitiesMember2020-12-310001075531us-gaap:AccruedLiabilitiesMember2019-12-310001075531us-gaap:TaxAndCustomsAdministrationNetherlandsMember2020-03-3100010755312017-01-012017-12-310001075531us-gaap:DomesticCountryMember2020-01-012020-12-310001075531us-gaap:DomesticCountryMember2020-12-310001075531us-gaap:StateAndLocalJurisdictionMember2020-12-310001075531us-gaap:ForeignCountryMember2020-12-310001075531us-gaap:ResearchMemberus-gaap:DomesticCountryMember2020-12-310001075531us-gaap:OtherNoncurrentAssetsMember2019-12-310001075531us-gaap:OtherNoncurrentLiabilitiesMember2020-12-310001075531bkng:ResearchcreditcapitallosscarryforwardandstatenetoperatinglossesMemberus-gaap:DomesticCountryMember2020-12-310001075531us-gaap:ForeignCountryMember2019-12-310001075531bkng:ResearchcreditcapitallosscarryforwardandstatenetoperatinglossesMemberus-gaap:DomesticCountryMember2019-12-310001075531us-gaap:TaxAndCustomsAdministrationNetherlandsMember2020-01-012020-12-310001075531bkng:PotentialFineUnderContractualParityAgreementMember2020-12-310001075531bkng:FrenchTaxAuditMember2015-12-012015-12-310001075531bkng:FrenchTaxAuditMember2019-01-012019-01-310001075531bkng:FrenchTaxAuditMember2019-12-012019-12-310001075531bkng:AssessmenttransfertaxesMember2019-12-012019-12-310001075531bkng:FrenchTaxAuditMember2020-12-310001075531bkng:ItalianTaxAuditMember2018-12-012018-12-310001075531bkng:ItalianTaxAuditMember2019-12-012019-12-310001075531bkng:ItalianTaxAuditMember2020-12-31iso4217:TRY0001075531bkng:TurkishTaxAuditMember2020-01-012020-12-310001075531bkng:TravelTransactionRelatedTaxesMember2020-12-310001075531bkng:TravelTransactionRelatedTaxesMember2019-12-310001075531bkng:WagerelatedtaxesowedforpriorperiodsincludinginterestMember2019-01-012019-12-310001075531bkng:PensionrelatedlitigationMember2020-12-310001075531us-gaap:UnfavorableRegulatoryActionMembersrt:MaximumMember2020-12-310001075531bkng:Booking.comMemberbkng:HeadquartersMember2016-09-300001075531bkng:Booking.comMemberbkng:HeadquartersMember2016-09-012016-09-300001075531bkng:Booking.comMemberbkng:HeadquartersMember2020-12-310001075531bkng:Booking.comMemberbkng:HeadquartersMember2020-01-012020-12-310001075531bkng:GroundLeaseMemberbkng:Booking.comMemberbkng:HeadquartersMember2020-12-310001075531bkng:VendorsUsedToFitOutAndFurnishOfficeSpaceMemberbkng:Booking.comMemberbkng:HeadquartersMember2020-12-31utr:sqft0001075531bkng:Rentalcars.comMemberbkng:ManchesterEnglandMemberbkng:HeadquartersMember2018-12-310001075531bkng:Rentalcars.comMemberbkng:ManchesterEnglandMemberbkng:HeadquartersMember2020-12-31iso4217:GBP0001075531bkng:Rentalcars.comMemberbkng:ManchesterEnglandMemberbkng:OperatingLeaseObligationsMemberbkng:HeadquartersMember2020-12-310001075531us-gaap:StandbyLettersOfCreditMember2020-12-310001075531us-gaap:StandbyLettersOfCreditMember2019-12-310001075531country:US2020-01-012020-12-310001075531country:NL2020-01-012020-12-310001075531bkng:OtherCountriesMember2020-01-012020-12-310001075531country:US2019-01-012019-12-310001075531country:NL2019-01-012019-12-310001075531bkng:OtherCountriesMember2019-01-012019-12-310001075531country:US2018-01-012018-12-310001075531country:NL2018-01-012018-12-310001075531bkng:OtherCountriesMember2018-01-012018-12-310001075531country:US2020-12-310001075531country:NL2020-12-310001075531country:GB2020-12-310001075531bkng:OtherCountriesMember2020-12-310001075531country:US2019-12-310001075531country:NL2019-12-310001075531country:GB2019-12-310001075531bkng:OtherCountriesMember2019-12-310001075531bkng:FareHarborMember2018-04-012018-04-300001075531bkng:FareHarborMemberus-gaap:AdditionalPaidInCapitalMember2018-04-012018-04-300001075531bkng:FareHarborMemberus-gaap:RestrictedStockMember2018-04-012018-04-300001075531bkng:HotelsCombinedMember2018-11-012018-11-30bkng:country0001075531srt:MinimumMember2020-12-310001075531bkng:COVID19Member2020-01-012020-12-310001075531us-gaap:OtherCurrentAssetsMemberbkng:COVID19Member2020-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________________________________________________________
FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 _____________________________________________________________________________________________
 
For the fiscal year ended: December 31, 2020
Commission File No.: 1-36691
Booking Holdings Inc.
(Exact name of Registrant as specified in its charter)
Delaware06-1528493
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
 
800 Connecticut Avenue
Norwalk, Connecticut 06854
(address of principal executive offices)
Registrant's telephone number, including area code: (203) 299-8000
 _____________________________________________________________________________________________
 Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class:Trading SymbolName of Each Exchange on which Registered:
Common Stock par value $0.008 per shareBKNGThe NASDAQ Global Select Market
0.800% Senior Notes Due 2022BKNG 22AThe NASDAQ Stock Market LLC
2.150% Senior Notes Due 2022BKNG 22The NASDAQ Stock Market LLC
2.375% Senior Notes Due 2024BKNG 24The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027BKNG 27The NASDAQ Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act: None.
 _____________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ☒  No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ☐  No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
☒
Accelerated filer ☐Non-accelerated filer ☐
Smaller reporting company
☐
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  ☐  No  ☒
The aggregate market value of common stock held by non-affiliates of Booking Holdings Inc. at June 30, 2020 was approximately $65.0 billion based upon the closing price reported for such date on the NASDAQ Global Select Market.  For purposes of this disclosure, shares of common stock held by executive officers and directors of Booking Holdings Inc. on June 30, 2020 have been excluded because such persons may be deemed to be affiliates of Booking Holdings Inc.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of Booking Holdings Inc.’s common stock was 40,961,796 at February 17, 2021.



DOCUMENTS INCORPORATED BY REFERENCE
 
The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth in this Form 10-K, is incorporated herein by reference from Booking Holdings Inc.'s definitive proxy statement relating to its annual meeting of stockholders to be held on June 3, 2021, to be filed with the Securities and Exchange Commission within 120 days after the end of Booking Holdings Inc.'s fiscal year ended December 31, 2020.
 
Booking Holdings Inc. Annual Report on Form 10-K for the Year Ended December 31, 2020 Index
 
  Page No.
  
 
  
 
  
 



Special Note Regarding Forward-Looking Statements
 
This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements.  These forward-looking statements reflect our views regarding current expectations and projections about future events and conditions and are based on currently available information. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict, including the Risk Factors identified in Part I, Item 1A of this Annual Report; therefore, our actual results could differ materially from those expressed, implied or forecast in any such forward-looking statements. Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," and "continue," reflecting something other than historical fact are intended to identify forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents we file or furnish from time to time with the Securities and Exchange Commission (the "SEC" or the "Commission"), particularly our quarterly reports on Form 10-Q and current reports on Form 8-K.
 

PART I 

Item 1.  Business
 
The COVID-19 pandemic has had a profound impact on our business, employees, partners, communities and stockholders. Although there was a significant decline in our business in 2020 as a result of the COVID-19 pandemic, we remain confident that the travel industry will recover when travelers feel safe to travel once again. In the beginning of the crisis, our priorities included the health and safety of our employees and stabilizing our business from the immediate shock of the pandemic by working with customers and partners to address unprecedented levels of cancellations. We also took numerous actions in response to the pandemic, including steps to increase our financial liquidity, reduce costs, restructure our operations to address our near- to medium-term business expectations and ensure we are well-positioned to capture travel demand when it returns so we can emerge from this crisis on a strong footing and work on extending our leadership position. While the timing of the recovery of the travel industry remains uncertain, we believe that demand for our services will return when government restrictions are lifted and people are confident it is once again safe to travel.
As a result, our mission to make it easier for everyone to experience the world remains unchanged. We seek to empower people to cut through travel barriers, such as money, time, language and overwhelming options, so they can use our services to easily and confidently get where they want to go, stay where they want to stay, dine where they want to dine, pay how they want to pay and experience what they want to experience. We connect consumers wishing to make travel reservations with providers of travel services around the world through our online platforms. Through one or more of our brands, consumers can: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties); make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a flight, cruise, vacation package, tour or activity. Consumers can also use our meta-search services to easily compare travel reservation information, such as airline ticket, hotel reservation and rental car reservation information, from hundreds of online travel platforms at once. In addition, we offer various other services to consumers and partners, such as certain travel-related insurance products and restaurant management services to restaurants.

We offer these services through six primary consumer-facing brands: Booking.com, Priceline, agoda, Rentalcars.com, KAYAK and OpenTable. While historically our brands operated on a largely independent basis and many of them focused on a particular service (e.g., accommodation reservations) or geography, we continue to increase the collaboration, cooperation and interdependency among our brands in our efforts to provide consumers with the best and most comprehensive services. We also seek to maximize the benefits of our scale by sharing resources and technological innovations, co-developing new services and coordinating activities in key markets among our brands. For example, Booking.com, the world’s leading brand for booking online accommodation reservations (based on room nights booked), offers rental car and other ground transportation services, flights, tours and activities, restaurant reservations and other services, many of which are supported by our other
1

brands. Similarly, hotel reservations available through Booking.com are also generally available through agoda and Priceline. The following table shows the key services offered to consumers by our primary brands:
bkng-20201231_g1.jpg

Our business is driven primarily by international results, which consist of the results of Booking.com, agoda and Rentalcars.com and the international businesses of KAYAK and OpenTable. This classification is independent of where the consumer resides, where the consumer is physically located while using our services or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com at a hotel in New York by a consumer in the United States is part of our international results. During the year ended December 31, 2020, our international business (the substantial majority of which is generated by Booking.com) represented approximately 88% of our consolidated revenues. A significant majority of our revenues, including a significant majority of our international revenues, is earned in connection with facilitating accommodation reservations. See Note 18 to the Consolidated Financial Statements for more geographic information.

Our common stock is listed on the NASDAQ Global Select Market under the symbol "BKNG."  We refer to our company and all of our subsidiaries and brands collectively as "Booking Holdings," the "Company," "we," "our" or "us."

The Booking Holdings Business Model
 
We derive substantially all of our revenues from enabling consumers to make travel service reservations. We also earn revenues from credit card processing rebates and customer processing fees, advertising services, restaurant reservations and restaurant management services, and various other services, such as travel-related insurance.

For the year ended December 31, 2020, we had revenues of $6.8 billion, which we classify as "agency" revenues, "merchant" revenues and "advertising and other" revenues.

•Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services provided. We invoice the travel service providers for our commissions after travel is completed. Agency revenues consist almost entirely of travel reservation commissions.

•Merchant revenues are derived from travel-related transactions where we facilitate payments from travelers for the service provided, generally at the time of booking. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with our merchant reservation services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.

•Advertising and other revenues are derived primarily from (a) revenues earned by KAYAK for sending referrals to online travel companies ("OTCs") and travel service providers and for advertising placements on its platforms and (b) revenues earned by OpenTable for its restaurant reservation services and subscription fees for restaurant management services.

2

The Booking Holdings Strategy
 
We aim to achieve our mission to make it easier for everyone to experience the world through global leadership in online travel and restaurant reservation and related services by striving to:

•provide consumers with the best choices and prices at any time, in any place, on any device;
•make it easy for people to find, book, pay for and experience their travel desires; and
•provide platforms, tools and insights to our business partners to help them be successful.

We focus on relentless innovation and execution and a commitment to serve both consumers and our travel service provider and restaurant partners with unmatched service and best-in-class digital technology. We believe that as the COVID-19 pandemic subsides, people feel confident traveling and dining out and government restrictions are lifted, the global online travel and dining industries will recover and, after some period of higher growth through the recovery, continue to grow as they did before the COVID-19 pandemic as consumer purchasing shifts from traditional offline channels to interactive online channels, including mobile channels. As travel demand returns, we plan to continue to participate broadly in this online growth by expanding our service offerings and markets. In particular, we seek to (a) leverage technology to provide consumers with the best experience, (b) partner with travel service providers and restaurants to our mutual benefit, (c) operate multiple brands that collaborate with each other, and (d) invest in profitable and sustainable growth.

•Providing the best consumer experience.  We believe that offering consumers an outstanding online experience is essential for our future success. To accomplish this, we focus on providing consumers with: (a) intuitive, easy-to-use online travel and restaurant reservation and search services; (b) a continually improving selection of accommodations, other travel offerings, restaurants and payment options through our services; (c) informative and useful content, such as pictures, accommodation and restaurant details and reviews; and (d) excellent customer service. Our goal is to make travel easy, frictionless and personal and to offer consumers the most value, the most trusted brands, the most personalized experience and the most extensive, varied and comprehensive travel service selection in every geography. Further, we endeavor to provide excellent customer service in a variety of ways, including through our call centers and online platforms and the use of chatbots and other technologies, so that consumers can be confident that booking reservations through us will be a positive experience.

Although we spent much of 2020 navigating the challenges of the COVID-19 pandemic, we continue to innovate and invest in our services in order to emerge from the pandemic in a strong position to meet the needs of consumers and our travel service provider and restaurant partners. We continue to seek to grow our business through innovation by, among other things, providing a best-in-class user experience with intuitive, easy-to-use online platforms (i.e., websites and mobile apps) to ensure that we are meeting the needs of online consumers while aiming to exceed their expectations. As a result, our long-term strategy is to build a seamless offering of multiple elements of travel, which we refer to as the "Connected Trip." We believe that through innovation and the utilization of emerging technologies such as artificial intelligence, the Connected Trip will simplify and improve all aspects of the travel experience, including: discovery, planning, booking, coordinating itineraries among travel service providers, automatic rescheduling/rebooking, etc. For example, if a traveler’s flight is delayed, we envision that ultimately the Connected Trip will not only alert the traveler, but also automatically arrange for a late arrival at the hotel, change a dinner reservation and alert companion diners, reschedule the airport transfer, find a later connecting flight, etc. We believe that such a system will benefit both the traveler and the travel service provider or restaurant, as well as provide a compelling and differentiated service offering for consumers that will drive enhanced loyalty and frequency over time.

•Partnering with travel service providers, restaurants and OTCs. We aim to establish mutually beneficial relationships with travel service providers and restaurants around the world. We believe that travel service providers and restaurants benefit from participating in our services by increasing their distribution channels, demand and inventory utilization in an efficient and cost-effective manner. Travel service providers and restaurants benefit from our well-known brands and marketing efforts, expertise in offering an excellent consumer experience through our platforms and ability to offer their inventory in markets and to consumers that the travel service provider or restaurant may otherwise be unable or unlikely to reach.

In addition, we have commercial relationships with other OTCs, such as Didi Chuxing (the leading ride hailing service in China) and Grab Holdings Inc. ("Grab") (the leading ride hailing company in Southeast Asia), whereby the customers of one company will have access to the services of the other. For example, through the Booking.com app, a Booking.com customer traveling in Southeast Asia can book a local ride arranged by Grab.

3

•Operating multiple brands. We employ a strategy of operating multiple brands, which we believe allows us the opportunity to offer our services in ways that appeal to different consumers, pursue different marketing and business strategies, encourage experimentation and innovation, provide different service offerings and focus on different markets. At the same time, we are continuing to increase the collaboration, cooperation and interdependency among our brands in our efforts to provide consumers with the best and most comprehensive services. As we deem appropriate given the shape and speed of recovery from the COVID-19 pandemic, we intend to invest resources to support organic growth by all our brands, whether through increased marketing, geographic expansion, technological innovation or increased access to accommodations, rental cars, restaurants, airline tickets or other services.

•Investing in profitable and sustainable growth. We seek to offer online services that meet the needs and the expectations of consumers, travel service providers and restaurants and that we believe will result in long-term profitability and growth. We intend to accomplish this through continuous investment and innovation, growing our businesses in new and current markets, expanding our services and ensuring that we provide an appealing, intuitive and easy-to-use consumer experience. We have made significant investments in people, technology, marketing and expanded, new or additional services, such as improving the selection of our extensive collection of accommodations including homes, apartments and other unique places to stay, expanded flight and ground transportation offerings and other offerings. While we reduced the size of our workforce in response to the COVID-19 pandemic, we are preparing the business to capture more travel demand as it develops during the recovery and over the long term. We continue to seek to maximize the benefits of our scale by sharing resources and technological innovations among our brands, co-developing new services and coordinating activities in key markets among our brands. We also regularly evaluate, and may pursue and consummate, potential strategic acquisitions, partnerships, joint ventures or investments, whether to expand our businesses into complementary areas, expand our current businesses, acquire innovative technology or for other reasons.

Service Offerings

Booking.com and Rentalcars.com.  Booking.com is the world's leading brand for booking online accommodation reservations, based on room nights booked, with operations worldwide and headquarters in the Netherlands. At December 31, 2020, Booking.com offered accommodation reservation services for approximately 2,373,000 properties in over 220 countries and territories and in over 40 languages, consisting of approximately 434,000 hotels, motels and resorts and approximately 1,939,000 homes, apartments and other unique places to stay.

Booking.com has expanded its offerings beyond accommodations to better help consumers experience the world. For example, Booking.com offers in-destination tours and activities in more than 140 cities around the world, as well as flight, rental car and restaurant reservation services. Rentalcars.com is operated as part of Booking.com and offers online rental car reservation services and allows consumers to make rental car reservations in over 54,000 locations throughout the world, with customer support in over 40 languages. Booking.com and Rentalcars.com also offer pre-booked taxi and black car services at over 1,100 airports throughout the world.

Priceline. Priceline is a leader in the discount travel reservation business and offers online travel reservation services primarily in North America and is headquartered in Norwalk, Connecticut. Priceline offers consumers hotel, rental car and airline ticket reservation services, as well as vacation packages and cruises.

Agoda. Agoda is a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region, with headquarters in Singapore and operations in Bangkok, Thailand and elsewhere. Agoda also offers flight, ground transportation and activities reservation services.

 KAYAK. KAYAK, headquartered in Stamford, Connecticut, provides an online price comparison service (often referred to as "meta-search") that allows consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation reservation and rental car reservation information, from hundreds of online travel platforms at once. KAYAK offers its services in over 60 countries, with the United States being its largest market, through various websites, including Momondo, Cheapflights and HotelsCombined.

OpenTable. OpenTable is a leading brand for booking online restaurant reservations. With significant operations in San Francisco, California, OpenTable provides online restaurant reservation services to consumers and reservation management services to restaurants. OpenTable does business primarily in the United States.

4

Marketing and Brand Awareness
 
We have established widely used and recognized e-commerce brands through marketing and promotional campaigns. Historically, our marketing expenses increased significantly, however, we experienced more moderate growth rates in recent years, and since the COVID-19 pandemic, our marketing expenses have declined significantly. We have invested considerable resources in the establishment and maintenance of our brands, and we intend to continue to invest resources in marketing and other brand building efforts to preserve and enhance consumer awareness of our brands when and to the extent we deem appropriate, in particular as the COVID-19 pandemic subsides and consumers begin to travel again.

Competition
 
We compete globally with both online and traditional travel and restaurant reservation and related services. The markets for the services we offer are intensely competitive, constantly evolving and subject to rapid change, and current and new competitors can launch new services at a relatively low cost. Some of our current and potential competitors, such as Google, Apple, Alibaba, Tencent, Amazon and Facebook, have significantly more customers or users, consumer data and financial and other resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable them to compete more effectively with us. For example, Google has entered various aspects of the online travel market and has grown rapidly in this area, including by offering a flight meta-search product ("Google Flights"), a hotel meta-search product ("Google Hotel Ads"), a vacation rental meta-search product, its "Book on Google" reservation functionality, Google Travel, a planning tool that aggregates its flight, hotel and packages products in one website and by integrating its hotel meta-search products and restaurant information and reservation products into its Google Maps app. In addition, Amazon has experimented with online travel in the past and continues to experiment in this area, such as by partnering with travel companies to offer its customers travel products, including a partnership with Booking.com to provide travel deals to Amazon Prime users in certain countries.
 
We currently, or may in the future, compete with a variety of companies, including:
•online travel reservation services;

•large online companies, including search, social networking and marketplace companies;

•traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services;

•travel service providers such as accommodation providers, rental car or car- or ride-sharing companies and airlines, many of which have their own branded online platforms to which they drive business;

•online travel search and price comparison services (generally referred to as "meta-search" services);

•online restaurant reservation services; and

•companies offering technology services and software solutions to travel service providers.

For more information regarding current and potential competitors and the competitive nature of the markets in which we operate, please see Part I, Item 1A, Risk Factors - "Intense competition could reduce our market share and harm our financial performance." in this Annual Report on Form 10-K.

Government Regulation

As a global online travel company, our ability to provide our services and any future services is affected by legal regulations (including laws, ordinances, rules, licensing requirements and other requirements and regulations) of national and local governments and regulatory authorities around the world, many of which are evolving and subject to the possibility of new or revised interpretations. Examples of these laws and regulations, which vary and sometimes conflict, include the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and local laws which also prohibit corrupt payments to governmental officials or third parties, data privacy requirements, labor relations laws, non-discrimination, human rights or anti-human trafficking laws and regulations, such as the U.K. Modern Slavery Act 2015, tax laws, anti-trust or competition laws, U.S., E.U. or U.N. sanctioned country or sanctioned persons mandates and consumer protection laws. Violations of these laws and regulations could result in fines, penalties and/or criminal sanctions against us, our officers or our employees and/or prohibitions on the conduct of our business. Any such violations could also result in prohibitions on our ability to offer our
5

services in one or more countries, delay or prevent potential acquisitions, and materially damage our reputation, our brands, our global expansion efforts, our ability to attract and retain employees and business partners, our business and our operating results. Even if we comply with these laws and regulations, doing business in certain jurisdictions or violations of these laws and regulations by the accommodations, restaurants, travel service providers or other parties with whom we conduct business runs the risk of harming our reputation and our brands, which could adversely affect our results of operations or stock price. Government regulations that impact our business and/or our industry include:

•Data Protection and Privacy: Regulatory and legislative activity in the areas of privacy, data protection, and information and cyber security governing parts of our business continues to increase worldwide. We have established, and continue to maintain, policies and a global governance framework to comply with laws that apply to our business, meet evolving stakeholder expectations, and support business innovation and growth. In the European Union, for example, the General Data Protection Regulation (the “GDPR”) imposes significant compliance obligations and costs for us. In the United States, the California Consumer Privacy Act (the “CCPA”) and the recently enacted California Privacy Rights Act (“CPRA”), set to become operative in January 2023, impose new privacy requirements and rights for consumers in California that will result in additional compliance complexity, risks, and costs. Some data protection and privacy laws afford consumers a private right of action against companies like ours for certain statutory violations. Many other jurisdictions continually propose and consider enacting similar or other data protection laws. In many cases, these laws restrict the transfers of information among our subsidiaries, including employee information.
•Competition, Consumer Protection and Online Commerce: We, the travel industry and the technology industry generally are subject to competition and consumer protection laws and regulations around the world that impact aspects of our business including, among others, contractual parity arrangements with accommodation providers and the manner in which we display information on our platforms. There is significant legislative and public focus on the technology industry, especially as technology companies become larger, including in relation to the regulation of digital platforms. The European Commission’s proposed Digital Markets Act and Digital Services Act legislation is expected to give regulators more instruments to investigate digital businesses and impose new rules on certain digital platforms if they are determined to be "gatekeepers."
•Regulation of the Travel Industry: Our business could be impacted by travel-related regulations such as those imposed by local jurisdictions to regulate the use of alternative accommodations and address the issue of “overtourism.” As our business evolves, in particular as we offer linked travel arrangements or travel packages as a part of the Connected Trip, we expect to become subject to existing and new regulations. For example, some parts of our business are already subject to certain requirements of the EU Package Travel Directive (the “Package Directive”), and as our offerings continue to diversify and expand, we may become subject to additional requirements of the Package Directive.
•Payments: As we expand our payments services to consumers and business partners, we will likely become subject to additional regulations, such as financial services regulations and license requirements, which could result in increased compliance costs and complexities, including those associated with the implementation of new or more stringent internal controls. We are also subject to payment card association rules and obligations under our contracts with payment card processors, including the Payment Card Industry Data Security Standard, compliance with which is complex and costly.

For further discussion of these regulations and how other global regulations may impact our business, see Item 1A-Risk Factors - "Legal, Tax, Regulatory, Compliance and Reputational Risks."

Operations and Technology
 
Our business is supported by multiple systems and platforms, which were designed with an emphasis on scalability, performance, reliability, redundancy and security.  These systems and platforms are generally independent among our brands, though some have become increasingly connected or shared.  Our software systems, platforms and architecture use a variety of widely-used software tools and database systems. 

These internal systems and platforms are designed to include open application protocol interfaces that can provide connectivity to vendors in the industries in which we operate.  These include large global systems, such as accommodation, airline ticket and rental car reservation systems and financial service providers, as well as individual accommodation service providers, such as independent hotels.  Our applications utilize digital certificates to help us conduct secure communications and transactions, as appropriate. The systems infrastructure and web and database servers of our worldwide operations are primarily hosted in the United Kingdom, Switzerland, the Netherlands, Germany, Singapore, Hong Kong and four locations in the United States, each of which provides network connectivity, networking infrastructure and 24-hour monitoring and engineering support typical of hosted data centers.  All data center facilities have a continuous power supply system, generators, redundant servers and multiple back-up systems.  Although we take steps to mitigate the effects of any loss or reduction in
6

service at one of our hosting facilities, if a hosting facility were inaccessible or otherwise experienced a disruption in service for any reason, we could experience a disruption to our services, loss of transactions and revenue and consumer complaints.

We provide customer service through a mix of in-house call centers and outsourced third-party services.

Intellectual Property
 
Over time and through acquisitions, we have assembled a portfolio of patents, trademarks, service marks, copyrights, domain names and trade secrets covering our services. We regard the protection of our intellectual property as important to our success. We protect our intellectual property rights by relying on national, federal, state and common law rights in the United States and internationally, as well as a variety of administrative procedures, regulations, conventions and treaties. We also rely on contractual restrictions to protect our proprietary rights in our services. We enter into confidentiality and invention assignment agreements with employees and contractors and nondisclosure agreements with parties with whom we conduct business in order to limit access to and disclosure of our proprietary information. We also have procured various intellectual property licenses from third parties. See Part I, Item 1A, Risk Factors - "We face risks related to our intellectual property."

Seasonality and Other Timing Factors

In recent years, and prior to the COVID-19 pandemic, the majority of our gross bookings are generated in the first half of the year, as consumers plan and reserve their spring and summer vacations in Europe and North America. However, we generally recognize revenue from these bookings when the travel begins (at "check-in"), which can be in a quarter other than when the associated reservations are booked. In contrast, we expense the substantial majority of our marketing activities as the expense is incurred, which, in the case of performance marketing in particular, is typically in the quarter in which associated reservations were booked. As a result of this timing difference between when we recorded marketing expense and when we recognized associated revenue, we had our highest levels of profitability in the third quarter of the year, which is when there were the highest levels of accommodation check-ins for the year for our European and North American markets. The first quarter of the year was typically our lowest level of profitability and highest level of volatility in earnings growth rates due to these seasonal timing factors. The COVID-19 pandemic impacted seasonality in 2020; for example, we witnessed a higher share of travel being booked during the second and third quarters as well as a higher share of stays during the third quarter than in prior years. We cannot currently predict travel patterns given the COVID-19 pandemic, and we may not experience typical seasonality effects on our business in 2021. Additionally, in the third and fourth quarters, we saw a significant contraction of the booking window versus the comparable prior-year period as an increased percentage of newly-booked room nights were made for travel that was to occur close to the time of booking. We expect that the length of the booking window will be volatile and difficult to predict throughout the duration of the COVID-19 pandemic. Future changes in the length of the booking window will affect the degree to which our gross bookings and revenues occur in the same period and, as a result, whether our gross bookings growth rates and revenue growth rates converge or diverge. For additional information regarding factors affecting the seasonality of our business, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Seasonality and Other Timing Matters.

Human Capital Resources
 
We believe our employees are one of the most important assets we have to further our mission to make it easier for everyone to experience the world. In order to continue to deliver on this mission, our goal is to attract, develop and retain highly-skilled talent with a significant focus on a diverse workforce operating in an inclusive environment. In the past year, the COVID-19 pandemic has had a significant impact on our workforce and our human capital management.

Workforce

Part of our strategy is to operate multiple brands to appeal to different consumers, pursue different marketing and business strategies, encourage experimentation and innovation, provide different service offerings and focus on different markets. While we continue to increase the collaboration, cooperation and interdependency among our brands, this model inherently results in diversity of culture among our brands, which may manifest in different approaches to human capital management in certain areas.

At December 31, 2020, we employed approximately 20,300 employees, of which approximately 3,400 were based in the United States and approximately 16,900 were based outside the United States. Approximately 99% of our employees are full-time employees. We also retain independent contractors, including to support our customer service, website content translation and system support functions.

7

As a result of the COVID-19 pandemic, we made the difficult decision to restructure our workforce to align our total cost structure with our expectations of reduced near- to medium-term market demand for travel and restaurant reservation services. Although we took various steps to maintain jobs and reduce the need for workforce reductions, including participating in various wage assistance programs, our total workforce decreased by approximately 23% year-over-year as of December 31, 2020 primarily due to a combination of our restructuring actions and attrition. Throughout the restructuring process, we have prioritized treating our colleagues with fairness and respect by, among other things, offering severance packages, an Employee Assistance Program with access to counseling services and job placement support.

Diversity, Inclusion and Belonging

We believe that a diverse workforce operating in an inclusive environment is critical to leveraging our human capital to achieve our long-term strategic goals, particularly in the technology industry where many populations remain underrepresented. We strive for our leadership and workforce to reflect the broad spectrum of customers and partners we work with throughout the world because we believe this is the best way for us to connect with the broad viewpoints, backgrounds and experiences of our customers and partners. In addition, we maintain a workplace that embraces the different cultures and practices of our diverse employees and is consistent with our Code of Conduct. We believe we abide by the laws and regulations that govern our employment practices and we prohibit unlawful discrimination of any type.

As of December 31, 2020, approximately 50% of our employees were women, approximately 22% of our technology positions were filled by women and approximately 30% of our extended leadership team (which includes the Company's senior leadership and extends 1 to 4 levels below the chief executive officer of each brand company (depending on the number of employees within each brand)) were women. We are committed to pay equity, regardless of gender, race or ethnicity. With the help of our independent compensation consultant, Mercer, we conduct pay equity studies every other year, and in the off years, we work on remediation plans to address outliers.

We support equality and inclusiveness across our workforce through various initiatives at all the brand companies. For example, Booking.com has several employee resource groups including: B.Able to support employees with differing physical and mental abilities; B.Bold to support the Black and persons-of-color (POC) community; and B.Equal to support gender equality. Agoda supports employee resource groups aimed at fostering greater workplace inclusion with initiatives such as the Agoda Colors and Women at Agoda. At Priceline, the Women Impacting Priceline resource group is empowering women to champion their professional development and improve gender intelligence. We are proud of the progress we have made in this space and recognize we can always improve. Part of advancing these initiatives involves facilitating a pipeline of candidates for open positions that are representative of the spectrum of communities we serve. KAYAK and OpenTable are diversifying their job board postings and partnering with underrepresented groups such as historically Black colleges and universities in the United States. Priceline is also partnering with organizations to access more diverse candidates and has rewritten job descriptions to be more appealing to a broader audience of candidates. Additionally, we are entering our fifth year of operating our Women in Leadership program, which is a Company-wide initiative designed to support the advancement and development of high-performing women within the Company with the goal of building and enabling gender diversity in our executive pipeline.

Attraction, Development and Retention

We work diligently to attract the best and most innovative talent from a diverse range of sources to grow our business and achieve our long term strategic goals. We believe that we offer a rich culture where employees feel included and empowered to do their best work with opportunities to grow as well as competitive compensation and benefits. For example, while the specifics can vary by brand, in the United States our employee benefit plans generally include: coverage for infertility treatments, gender reassignment surgery, gender-neutral domestic partner benefits and paid parental leave.

Despite the challenges of shifting the vast majority of our workforce to work-from-home due to the COVID-19 pandemic, we continue to prioritize and invest in creating opportunities for employees to grow and build their careers through training and development programs. These include offering tailored learning opportunities to enable employees to upskill while at work and driving deliberate career conversations between employees and their managers, as well as executive talent and succession planning.

We measure organizational culture and engagement to build on the competencies that are important for our future success. The disruptions stemming from the COVID-19 pandemic have presented particularly unique challenges to keeping employees engaged and supported at work. We shifted our approach to employee engagement in response to changing employee needs in a mostly-virtual workplace, by, for example, providing regular video-based CEO updates and virtual mental wellness workshops. We regularly touch base with our employees through formal engagement surveys, work-from-home
8

surveys and quick pulse surveys to request feedback on the employee experience. The results of these efforts are shared with senior management at each of our brands who analyze areas of progress or prioritize areas for improvement in order to encourage and sustain employee engagement. We are particularly proud that notwithstanding the difficulties faced by our employees due to the effects of COVID-19 on how we live and work, as well as the difficult restructuring actions taken by the Company, the results of our employee engagement surveys demonstrate a committed and engaged workforce.

Response to COVID-19 Pandemic

Throughout the crisis of the COVID-19 pandemic, we have prioritized the health and safety of our employees. We recognize that our employees have been faced with unprecedented challenges both professionally and personally, and as a result, we have increased the frequency of scheduled communication between management and the workforce, offered additional unscheduled holidays, shifted the vast majority of our workforce to work-from-home, offered additional meditation and wellness benefits to support employee mental well-being, encouraged alterations to meeting schedules during the work week to combat “virtual meeting fatigue” and designated specific days or periods in the year as “quiet periods” in recognition of the need for employees to rest and recharge.

Regulatory

Although we have works councils or employee representatives in certain countries, our U.S. employees are not represented by a labor union and are not covered by a collective bargaining agreement. Throughout the restructuring process, we worked in close collaboration with works councils, employee representatives and other organizations in the relevant jurisdictions. We have never had a work stoppage and we consider our relations with our employees to be good.
 
For more information, see Part I, Item 1A, Risk Factors - "We rely on the performance of highly skilled employees; and, if we are unable to retain or motivate key employees or hire, retain and motivate well-qualified employees, our business would be harmed."
 
Company Websites
 
We maintain websites with the addresses www.bookingholdings.com, www.booking.com, www.priceline.com, www.agoda.com, www.rentalcars.com, www.kayak.com and www.opentable.com, among others.  We are not including the information contained on our websites as a part of, or incorporating it by reference into, this Annual Report on Form 10-K.  We make available free of charge through the www.bookingholdings.com website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. These reports and other information are also available, free of charge, at www.sec.gov.  In addition, the Company's Code of Conduct is available through the www.bookingholdings.com website and any amendments to or waivers of the Code of Conduct will be disclosed on that website.
9

Item 1A.  Risk Factors

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business, results of operations or financial condition. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.
The risk factors section below contains a description of the significant risks facing our Company and should be carefully considered in full. The following is only a summary of the principal risks that make an investment in our securities speculative or risky.
Risk Factors Summary
•The adverse impact of the COVID-19 pandemic on our business, financial performance and travel demand, generally, including the impact on our liquidity, credit ratings and ongoing access to capital, the restructuring of our business and our utilization of government stimulus packages;
•Adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside our control;
•The effects of competition;
•Risks associated with the restructuring of our business;
•Any write-downs or impairments of goodwill or intangible assets related to acquisitions or investments, any increases in provisions for expected credit losses on receivables from and cash advances made to our travel service provider and restaurant partners and any increases in cash outlays to refund consumers for prepaid reservations;
•Adverse changes in relationships with travel service providers and restaurants and other third parties on which we are dependent;
•Our ability to attract and retain qualified personnel;
•Our ability to successfully manage growth and expand our global business;
•Our ability to respond to and keep up with the rapid pace of technological and market changes;
•Our performance marketing efficiency and the general effectiveness of our marketing efforts;
•Any change by our search and meta-search partners in how they present travel search results or conduct their auctions for search placement in a manner that is competitively disadvantageous to us;
•IT systems-related failures or security breaches and data privacy risks and obligations;
•Tax, legal and regulatory risks;
•Risks associated with the facilitation of payments from consumers, including fraud and compliance with evolving rules and regulations and reliance on third parties;
•Fluctuations in foreign currency exchange rates and other risks associated with doing business in multiple currencies and jurisdictions;
•Success of investments and acquisitions, including integration of acquired businesses; and
•Financial risks including increased debt levels and stock price volatility.

Industry and Business Risks

The COVID-19 pandemic has materially adversely affected, and may further adversely impact, our business and financial performance.

In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, shelter-in-place orders, required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans. These government mandates have forced many of the partners on whom our business relies, including hotels and other accommodation providers, airlines and
10

restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings, to file for bankruptcy protection or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and our workforce, operations and customers.

The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. Our financial results and prospects are almost entirely dependent on the sale of such travel and restaurant-related services. Our results for the year ended December 31, 2020 were significantly and negatively impacted, with a material decline in gross bookings, room nights booked, total revenues, net income and cash flow from operations, as compared to 2019. Due to the uncertain and rapidly evolving nature of current conditions around the world, we are unable to predict accurately the impact that the COVID-19 pandemic will have on our business going forward. Newly-booked room night reservations, excluding the impact of cancellations, declined rapidly as the COVID-19 pandemic spread in the first quarter and the beginning of the second quarter of 2020, but then steadily improved through the end of the second quarter and into the summer travel period in the third quarter of 2020. In September 2020, variants of COVID-19 that spread more easily and quickly than other variants were discovered and have since spread to other countries. In the fourth quarter of 2020, multiple COVID-19 vaccines were approved for widespread distribution throughout various parts of the world, including the United States and in Europe. While this news is encouraging, it is still unknown when these vaccines will be available to broader populations and whether they will be as effective against variants of COVID-19, including the variants mentioned above. In the fourth quarter of 2020, we saw room nights decline further, as well as an increase in cancellation rates, in each case as compared to the third quarter of 2020. In January 2021, room nights declined slightly more than the decline in the fourth quarter of 2020, however, we have seen some improvement in these booking trends in recent weeks. If these recent trends were to continue, we currently expect that room nights and gross bookings in the first quarter of 2021 will decline relative to the first quarter of 2019 by a few percentage points less than those metrics declined in the fourth quarter of 2020 relative to the fourth quarter of 2019. We currently expect revenue in the first quarter of 2021 to decline by a similar amount as our expected decline in gross bookings in the first quarter of 2021, both relative to the first quarter of 2019. The comparison of the first quarter of 2021 to the first quarter of 2019 avoids the distortion created from comparing to the initial spread of the COVID-19 pandemic late in the first quarter of 2020. In addition, we currently expect that we will experience a greater operating loss in the first quarter of 2021 as compared to the fourth quarter of 2020. With the continued spread of COVID-19 and other variants throughout the world, we expect the COVID-19 pandemic and its effects to continue to have a significant adverse impact on our business, financial condition, results of operations and cash flows for the duration of the pandemic, during any resurgences of the pandemic and during the subsequent economic recovery, which could be an extended period of time. We believe that as effective vaccines become widely distributed, people will feel it is safe to travel again and government restrictions will be relaxed, although the timing remains uncertain.

The extent of the effects of the COVID-19 pandemic on our business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments. These include, but are not limited to, the severity, extent and duration of the global pandemic, including as a result of any new variants of COVID-19 and any resurgences of the pandemic, and its impact on the travel and restaurant industries and consumer spending more broadly; actions taken by national, state and local governments to contain the disease or treat its impact, including travel restrictions and bans, required closures of non-essential businesses, constraints on businesses during reopening transitions and aid and economic stimulus efforts; the effect of our restructuring activities and attrition, as well as the changes in hiring levels and remote working arrangements that we have implemented on our operations, including the health and productivity of management and our employees, and our ability to maintain our financial reporting processes and related controls; the impact on our contracts and relationships with our partners, including the impact of invoking force majeure provisions; our ability to withstand increased cyberattacks that we and many businesses are experiencing; the speed and extent of the recovery across the broader travel ecosystem, including the speed at which customers feel comfortable traveling again once restrictions on travel have been lifted, which we believe will be impacted by how quickly there can be effective and widespread vaccinations, treatments or cures; and the duration, timing and severity of the impact on customer spending, including the length and the severity of the economic recession resulting from the pandemic. The pandemic may continue to expand throughout the world and/or worsen in areas that had seen progress in reducing or containing the disease, which could continue to affect our business. Also, existing restrictions in affected regions could be extended after the virus has been contained in order to avoid relapses and there may be restrictions on certain travel activity related to whether travelers have been vaccinated.

Our business is dependent on the availability of a large number of accommodations (particularly independently-owned accommodations) and restaurants, and on the ability of consumers to travel to such accommodations and restaurants on airlines, railways and rental cars. The ability of consumers to travel internationally has been significantly impacted by the various travel restrictions between countries, including for example, the restrictions on travel between the European Union and the United States. We do not expect economic and operating conditions for our business to improve until consumers are once again willing and able to travel, and our travel service provider and restaurant partners are once again willing and able to serve those
11

consumers. This may not occur until well after the broader global economy begins to improve. Additionally, our business is also dependent on consumer sentiment and discretionary spending patterns. Increased unemployment resulting from the COVID-19 pandemic is likely to have a negative impact on consumer discretionary spending, including for the travel and restaurant industries. Even if economic and operating conditions for our business improve, we cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, our business may continue to be adversely affected even as the broader global economy recovers.

To the extent that the COVID-19 pandemic continues to adversely affect our business and financial performance, it may also have the effect of heightening many of the other risks identified in this section, such as those relating to our substantial amount of outstanding indebtedness.

Utilization of governmental stimulus packages may negatively impact our business, operations and/or reputation.

Certain governments have passed or are considering legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. We have participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. In some cases, these programs restrict the ability of participating companies to take certain actions, such as restructurings, while participating in the program, though we are not currently under any such restrictions. Additionally, in certain jurisdictions, there has been public scrutiny of government aid beneficiaries, including us, and as a result, our reputation could be harmed by having participated in these programs or participating in the future.

Impairments of goodwill, long-term investments and long-lived assets, increases in provisions for expected credit losses on receivables from and cash advances made to our travel service provider and restaurant partners and increases in cash outlays to refund consumers for prepaid reservations have a negative impact on our results of operations.

As a result of the deterioration of our business due to the COVID-19 pandemic, we evaluated goodwill, long-term investments and long-lived assets for possible impairment as of March 31, 2020. As a result of this evaluation, we determined that our goodwill relating to OpenTable and KAYAK experienced a decline in value due to the COVID-19 pandemic, and therefore we recognized a goodwill impairment charge of $489 million (which is non-deductible for income tax purposes) as of March 31, 2020. In addition, we recorded an impairment charge of $100 million at March 31, 2020 related to our investment in Didi Chuxing due to the impact of the COVID-19 pandemic on the business of the investee and our estimate of the resulting decline in the value of the investment. As of September 30, 2020, we performed our annual goodwill impairment testing. As a result of this testing, we recognized an additional goodwill impairment charge of $573 million (which is non-deductible for income tax purposes) for the three months ended September 30, 2020 relating to OpenTable and KAYAK. The determination of the fair value reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding OpenTable and KAYAK’s expected growth rates and operating margins, expected length and severity of the impact from the COVID-19 pandemic and the shape and timing of the subsequent recovery, the performance of the businesses during and following the COVID-19 pandemic, as well as other key assumptions with respect to matters outside of our control, such as discount rates and market comparables. The evaluations required significant judgments and estimates and actual results could be materially different than those judgments and estimates utilized in the fair value estimates. Future events and changing market conditions may lead us to re-evaluate the assumptions reflected in the current forecast disclosed above, particularly the assumptions related to the length and severity of the COVID-19 pandemic, the shape and timing of the subsequent recovery and the performance of the businesses during and following the COVID-19 pandemic, which may result in a need to recognize an additional goodwill impairment charge, which could have a material adverse effect on our results of operations. See Notes 5, 6 and 11 to the Consolidated Financial Statements for additional information related to the impairment charges.

In addition, given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service provider and restaurant partners as a result of the COVID-19 pandemic, we have increased our provision for expected credit losses on receivables from and cash advances made to our travel service provider and restaurant partners. For the year ended December 31, 2020, there was a $161 million increase in expected credit loss expense compared to the same period in the prior year. Moreover, due to the high level of cancellations of existing reservations, we have incurred, and may continue to incur, higher than normal cash outlays to refund consumers for prepaid reservations. In some instances, we do not estimate a recovery of prepayment already made to a travel service provider where we have agreed to provide free cancellations to customers for non-refundable reservations, and this has resulted in an aggregate reduction in revenue of $44 million for the year ended December 31, 2020. Any additional significant increase in our provision for expected credit losses on receivables from and cash advances made to travel service provider and restaurant partners, and any additional significant increase in cash outlays to refund consumers, would have a corresponding negative effect on our results of operations and related cash flows.
12


We face risks associated with the restructuring of our business.

Due to the impact of the COVID-19 pandemic on our business volumes, we took actions to reduce the size of our workforce, and there could be further reductions in the size of our workforce and/or consolidations to optimize efficiency and reduce costs. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends for more information on the workforce reductions. We have incurred and expect to incur charges related to the reductions in our workforce, changes in our facilities requirements, contract terminations and other non-cash charges, and there could be unanticipated costs in the future. Implementation of these restructuring actions presents several significant risks, including the potential negative impact on employee morale and productivity, the loss of talented employees that we would not otherwise want to lose, difficulty retaining valuable key employees that have not been terminated, adverse impact on our culture, diversion of attention away from operating our business, public scrutiny, personnel capacity constraints, adverse effects on our internal control environment, actual or perceived disruption of service to our customers and hampering of our ability to grow, develop innovative products and compete, any of which could adversely impact our business and reputation. If we do not successfully manage the restructurings, the anticipated efficiencies and cost savings may be delayed or not realized. Risks associated with managing any restructurings effectively include unforeseen delays in the implementation of workforce reductions, delays in completing required consultations with works councils or other relevant organizations or in obtaining any required approvals, regulatory impediments or litigation. Any of these risks associated with the implementation or management of the restructurings could adversely impact our business, results of operations and/or reputation.

Declines or disruptions in the travel industry could adversely affect our business and financial performance.

Our financial results and prospects are almost entirely dependent upon the sale of travel services. Travel, including accommodation (including hotels, motels, resorts, homes, apartments and other unique places to stay), rental car and airline ticket reservations, is significantly dependent on discretionary spending levels. As a result, sales of travel services decline during general economic downturns and recessions and times of political or economic uncertainty, such as currently being experienced due to the COVID-19 pandemic, as consumers engage in less discretionary spending, are concerned about unemployment or inflation, have reduced access to credit or experience other concerns or effects that reduce their ability or willingness to travel.

Perceived or actual adverse economic conditions, including slow, slowing or negative economic growth, high or rising unemployment rates, inflation and weakening currencies, and concerns over government responses such as higher taxes or tariffs, increased interest rates and reduced government spending have impaired and could in the future impair consumer spending and adversely affect travel demand.

Political uncertainty, conditions or events can also negatively affect consumer spending and adversely affect travel demand. In the past, and prior to the significantly changed circumstances brought on by the onset of the COVID-19 pandemic, we experienced volatility in transaction growth rates, increased cancellation rates and weaker trends in accommodation average daily rates ("ADRs") across many regions of the world, particularly in those countries that appear to be most affected by economic and political uncertainties, which we believed were due at least in part to these macro-economic conditions and concerns. Further economic or political disruptions beyond those resulting from the COVID-19 pandemic could cause, contribute to or be indicative of deteriorating macro-economic conditions, which in turn could negatively affect travel or the travel industry in general and therefore have an adverse impact on our results of operations. While lower occupancy rates have historically resulted in accommodation providers increasing their distribution of accommodation reservations through third-party intermediaries such as us, our remuneration for accommodation reservation transactions changes proportionately with price, and therefore, lower ADRs generally have a negative effect on our accommodation reservation business and on our revenues and results of operations. As a result of the COVID-19 pandemic and its material adverse impact on travel, we have generally seen a significant decrease in occupancy rates and ADRs.

These and other macro-economic uncertainties, such as oil prices, geopolitical tensions and differing central bank monetary policies, have led to significant volatility in the exchange rates between the U.S. Dollar and the Euro, the British Pound Sterling and other currencies. Significant fluctuations in foreign currency exchange rates, stock markets and oil prices can also impact consumer travel behavior. For example, although lower oil prices may lead to increased travel activity as consumers could have more discretionary funds and airline fares decrease, declines in oil prices may be indicative of broader macro-economic weakness, which in turn could negatively affect the travel industry, our business and results of operations. Conversely, higher oil prices may result in higher airfares and decreased travel activity, which can negatively affect our business and results of operations.

13

As a result of the United Kingdom leaving the European Union ("Brexit"), we anticipate that we will face new regulatory costs and challenges as U.K. regulations and policies diverge from those of the European Union or if additional business licenses are required. Since some of the details of the United Kingdom's exit from the European Union continue to unfold, we are unable to predict all of the effects Brexit will have on our business and results of operations.

The uncertainty of macro-economic factors and their impact on consumer behavior, which may differ across regions, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of operations.

In addition to the impact of the COVID-19 pandemic described earlier in these Risk Factors, other events beyond our control, such as oil prices, stock market volatility, terrorist attacks, changing, unusual or extreme weather or natural disasters such as earthquakes, hurricanes, tsunamis, floods, fires, droughts and volcanic eruptions (whether due to climate change or otherwise), travel-related health concerns including pandemics and epidemics such as coronaviruses, Ebola and Zika, political instability, changes in economic conditions, wars and regional hostilities, imposition of taxes, tariffs or surcharges by regulatory authorities, changes in trade policies or trade disputes, changes in immigration policies or other travel restrictions, travel-related accidents or increased focus on the environmental impact of travel, have previously and may in the future disrupt travel, limit the ability or willingness of travelers to visit certain locations or otherwise result in declines in travel demand and adversely affect our business and results of operations. Because these events or concerns, and the full impact of their effects, are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers, and therefore demand for our services and our relationships with travel service providers and other partners, any of which can adversely affect our business and results of operations.

Intense competition could reduce our market share and harm our financial performance.

We compete globally with both online and traditional travel and restaurant reservation and related services. The markets for the services we offer are intensely competitive, constantly evolving and subject to rapid change, and current and new competitors can launch new services at a relatively low cost. Some of our current and potential competitors, such as Google, Apple, Alibaba, Tencent, Amazon and Facebook, have significantly more customers or users, consumer data and financial and other resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable them to compete more effectively with us. For example, Google has entered various aspects of the online travel market and has grown rapidly in this area, including by offering a flight meta-search product ("Google Flights"), a hotel meta-search product ("Google Hotel Ads"), a vacation rental meta-search product, its "Book on Google" reservation functionality, Google Travel, a planning tool that aggregates its flight, hotel and packages products in one website, and by integrating its hotel meta-search products and restaurant information and reservation products into its Google Maps app. In addition, Amazon has experimented with online travel in the past and continues to experiment in this area, such as by partnering with travel companies to offer its customers travel products, including a partnership with Booking.com to provide travel deals to Amazon Prime users in certain countries. Moreover, as the economy and the travel industry recover from the impact of the COVID-19 pandemic, the structure of the travel industry or consumer preferences could change in ways that could disadvantage us and benefit certain of our existing competitors or new entrants. For example, as a result of the COVID-19 pandemic and the resulting international travel restrictions and social distancing practices, there has been a shift in favor of domestic travel and alternative accommodations. This shift could benefit competitors that are more well established in domestic markets and alternative accommodations than we are. As a result, our historical strengths may not provide the competitive advantages that they did prior to the pandemic. If we are unable to successfully adapt to any changes in how the travel industry operates or to changes in the ways in which consumers purchase travel services, our ability to compete, and therefore our business and results of operations, would be adversely affected.

We currently, or may in the future, compete with a variety of companies, including:

•online travel reservation services such as Expedia, Hotels.com, Hotwire, Orbitz, Travelocity, Wotif, Cheaptickets, ebookers and CarRentals.com, which are owned by Expedia Group, Traveloka (in which Expedia Group holds a minority interest) and Despegar/Decolar (in which Expedia Group holds a minority interest); Trip.com Group (in which we hold a small minority interest), Trip.com (which is owned by Trip.com Group), Tongcheng-eLong (in which Trip.com Group holds a significant minority interest), ezTravel (in which Trip.com Group holds a majority interest) and MakeMyTrip (in which Trip.com Group holds a significant minority interest); Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, CarTrawler, Meituan (in which we hold a small minority interest), Rakuten, Jalan (which is owned by Recruit), Fliggy (which is owned by Alibaba), HotelTonight (which is owned by Airbnb), CheapOair and eDreams ODIGEO;

14

•online accommodation search and/or reservation services that are currently focused primarily on alternative accommodations, including individually owned properties such as homes and apartments, such as Airbnb, Vrbo (which is owned by Expedia Group), Tujia (in which Trip.com Group and Expedia Group hold investments) and Xiaozhu;

•large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba, Tencent, Amazon and Baidu;

•traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services, such as Carlson Wagonlit, American Express, BCD Travel, Egencia and Expedia Partner Solutions (which are owned by Expedia Group), Concur (which is owned by SAP), TUI, Webjet and Hotelbeds Group, as well as thousands of individual travel agencies around the world;

•travel service providers such as accommodation providers, rental car companies and airlines, many of which have their own branded online platforms to which they drive business, including large hotel chains such as Marriott International, Hilton and Intercontinental Hotel Group and emerging hotel chains such as OYO Rooms;

•online travel search and price comparison services (generally referred to as "meta-search" services), such as Google Flights, Google Hotel Ads, Google's vacation rental meta-search product, TripAdvisor, trivago (in which Expedia Group holds a majority interest), Qunar (which is controlled by Trip.com Group) and Skyscanner (which is owned by Trip.com Group);

•online restaurant reservation services, such as TheFork and Bookatable (which are owned by TripAdvisor), SeatMe (which is owned by Yelp), Zomato, Quandoo (which is owned by Recruit) and Resy (which is owned by American Express);

•companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Uber, Lyft, Gett, Zipcar (which is owned by Avis), Turo, BlaBlaCar, Didi Chuxing (in which we hold a small minority interest), Grab (in which we hold a small minority interest), Go-Jek and Ola; and

•companies offering technology services and software solutions to travel service providers, including large global distribution systems ("GDSs"), such as Amadeus, Sabre and Travelport, and hospitality software platforms, such as Oracle and Shiji.

Google, the world's largest search engine and one of the world's largest companies and other large, established companies with substantial resources and expertise in developing online commerce and facilitating internet traffic offer travel or travel-related search, meta-search and/or reservation booking services and may create additional inroads into online travel. Google's travel meta-search services, Google Hotel Ads and Google Flights, have grown rapidly and have achieved significant market share in a relatively short time. Meta-search services leverage their search technology to aggregate travel search results for the consumer's specific itinerary across travel service providers (e.g., accommodations, rental car companies or airlines), online travel companies ("OTCs") and other online platforms and, in many instances, compete directly with us for customers. Meta-search services intend to appeal to consumers by showing broader travel search results than may be available through OTCs or other online platforms, which could lead to travel service providers or others gaining a larger share of search traffic. Google leverages its general search business to promote its meta-search offerings by showing meta-search results at the top of its organic search results. Further, TripAdvisor and trivago, two other leading meta-search companies, support their meta-search services with significant marketing efforts. Through our KAYAK meta-search service, we compete directly with these and other meta-search services. If we are unable to effectively compete with these companies, our business and results of operations could be harmed.

Meta-search services may evolve into more traditional OTCs by offering consumers the ability to make travel reservations directly through their platforms. For example, TripAdvisor allows consumers to make a reservation at some accommodations while staying on TripAdvisor through its "Instant Booking" offering, which includes participation by many of the leading global hotel chains. Google also provides reservation services through "Book on Google." To the extent we participate in any such offerings provided by meta-search services, resulting reservations could be less profitable and could cannibalize business that would otherwise come directly to us or through other more profitable channels. If consumers book travel services through a service such as TripAdvisor's Instant Booking, Google's "Book on Google," a meta-search website or directly with a travel service provider after visiting a meta-search platform or using a meta-search utility on a traditional search
15

engine without using an OTC like us, or if meta-search services limit our participation within their search results or evolve into more traditional OTCs, we may need to increase our marketing or other customer acquisition costs to maintain or grow our reservation bookings and our business and results of operations could be adversely affected.

Over the years, there has been a proliferation of new channels through which accommodation providers can offer reservations as the market for travel services has evolved. For example, companies such as Airbnb and Expedia Group offer services providing alternative accommodation property owners, particularly individuals, an online place to list their accommodations where travelers can search and book such properties and compete directly with our alternative accommodation services. In addition, Airbnb, which owns HotelTonight, offers some hotel reservations through its online platforms. Companies specializing in one type of travel service or product could expand their offerings to compete with us more broadly. Further, meta-search services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant's brand to drive consumers directly to its platform. New travel-related services are frequently being introduced to the market. For example, in 2019, Google launched Google Travel, which combines its hotel, flight and packages offerings into one website with trip-planning tools. Some of our competitors and potential competitors offer a variety of online services, such as food delivery, shopping, gaming or search services, many of which are used by consumers more frequently than online travel services. As a result, a competitor or potential competitor that has established other, more frequent online interactions with consumers may be able to more easily or cost-effectively acquire customers for its online travel services than we can. For example, some competitors or potential competitors with more frequent online interactions with consumers are seeking to create "super-apps" where consumers can use many online services without leaving that company's app, in particular in markets such as Asia where online activity (including e-commerce) is conducted primarily through apps on mobile devices. If any of these platforms are successful in offering new travel-related services or services similar to ours to consumers who would otherwise use our platforms or if we are unable to offer our services to consumers within these super-apps, our customer acquisition efforts could be less effective and our customer acquisition costs, including our marketing expenses, could increase, either of which would harm our business and results of operations.

Although we believe that providing an extensive collection of properties, excellent customer service and an intuitive, easy-to-use consumer experience are important factors influencing a consumer's decision to make a reservation, for many consumers, particularly in certain markets, the price of the travel service is the primary factor determining whether a consumer will book a reservation. As a result, it is increasingly important to offer travel services, such as accommodation reservations, at competitive prices, whether through discounts, coupons, closed-user group rates or loyalty programs, or otherwise. Discounting and couponing coupled with a high degree of consumer shopping behavior is particularly common in Asian markets. In some cases, our competitors are willing to make little or no profit on a transaction, or offer travel services at a loss, in order to gain market share. As a result, in certain markets we may need to provide discounts or other incentives in order to be competitive, which may make it difficult for us to maintain or grow market share and to maintain historical profit margins. These initiatives may also result in lower ADRs and lower revenues as a percentage of gross bookings. As part of our strategy to provide more payment options to consumers and travel service providers, Booking.com is increasingly processing transactions on a merchant basis, where it facilitates payments on behalf of customers. This allows Booking.com to present consumers with more pricing options. If we are unable to effectively offer competitive prices, our market share, business and results of operations could be materially adversely affected.

Travel service providers, including hotel chains, rental car companies and airlines with which we conduct business, compete with us in online channels to drive consumers to their own platforms in lieu of third-party distributors such as us. Travel service providers may charge lower prices and, in some instances, offer advantages such as loyalty points or special discounts to members of closed-user groups (such as loyalty program participants or consumers with registered accounts), any of which could make their offerings more attractive to consumers than our services. For example, many large hotel chains have instituted additional initiatives, such as increased discounting and incentives, to encourage consumers to book accommodations directly through their online platforms. We also offer various incentives to consumers and may need to offer additional or increased advantages to maintain or grow our reservation bookings, which adversely impacts our profit margins. Further, consolidation among travel service providers, such as Marriott International's acquisition of Starwood Hotels & Resorts in 2017, could result in lower rates of commission paid to OTCs, increased discounting and greater incentives for consumers to join closed-user groups as such travel service providers expand their offerings. If we are not as effective as our competitors (including hotel chains) in offering discounted prices and other incentives to consumers, our ability to grow and compete and our results of operations could be harmed.

16

We face risks related to the growth rate and the global expansion of our business.

We derive a substantial portion of our revenues, and have significant operations, outside the United States. Our international businesses include our Netherlands-based OTC brand Booking.com (including Rentalcars.com, based in the United Kingdom), our Asia-based OTC brand agoda and, to a lesser extent, KAYAK's international meta-search services and OpenTable's international restaurant reservation services. Before the COVID-19 pandemic, our international OTC operations historically had achieved significant year-over-year growth in their gross bookings, in particular with respect to their accommodation reservation services. Without taking into consideration the recent declines caused by the COVID-19 pandemic, these growth rates, which contributed significantly to our historical growth in consolidated revenues and earnings, had generally declined over time as the absolute level of our gross bookings increased and online travel growth rates declined. In addition to the general slowing growth rates of online travel and the effects of the COVID-19 pandemic, other factors may also slow the growth rates of our international businesses, including, for example, worldwide or regional economic conditions, strengthening of the U.S. Dollar versus the Euro, the British Pound Sterling and other currencies, declines in ADRs, increases in cancellations, adverse changes in travel market conditions and the competitiveness of the market. Any decline in the growth rates of our international businesses negatively impacts our revenue and earnings growth rates and, as a consequence, our stock price.
Our long-term strategy involves continued expansion throughout the world. Many regions have different economic conditions, customs, languages, currencies, consumer expectations, levels of consumer acceptance and use of online platforms for commerce, legislation, regulatory environments (including labor laws and customs), tax laws and levels of political stability, and we are subject to associated risks typical of international businesses. International markets may have strong local competitors with an established brand and travel service provider or restaurant relationships that may make expansion in that market difficult or costly and take more time than anticipated. In addition, compliance with legal, regulatory or tax requirements in multiple jurisdictions places demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences. In some markets such as China, legal and other regulatory requirements may prohibit or limit participation by foreign businesses, such as by making foreign ownership or management of internet or travel-related businesses illegal or difficult, or may make direct participation in those markets uneconomic, which could make our entry into and expansion in those markets difficult or impossible, require that we work with a local partner or result in higher operating costs. Certain markets in which we operate that are in earlier stages of development have lower operating margins compared to more mature markets, which could have a negative impact on our overall profit margins as these markets increase in size over time. If we are unsuccessful in expanding in new and existing markets and effectively managing that expansion, our business and results of operations could be adversely affected.

We intend to continue to improve the accommodation choices available for reservation on our platforms, however the growth rate of the number of accommodations on our platforms may vary in part as a result of removing accommodations from our platforms from time to time. We have seen a year-over-year increase in the number of accommodations removed from our platform during and resulting from the impacts of the COVID-19 pandemic, and we expect to see further accommodation removals in the future primarily due to properties not providing availability on our platforms, non-payment of invoices or property closures. Many of the newer accommodations we add to our travel reservation services, especially in highly-penetrated markets, may have fewer rooms or higher credit risk and may appeal to a smaller subset of consumers (e.g., hostels and bed and breakfasts). Because alternative accommodations are often either a single unit or a small collection of independent units, these properties generally represent more limited booking opportunities than hotels, motels and resorts, which generally have more units to rent per property. Further, alternative accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors or may not be available at peak times due to use by the property owners. Lower profit margins are associated with alternative accommodation properties due to certain additional costs related to offering these accommodations on our platforms. As we increase our alternative accommodation business, these different characteristics negatively impact our profit margins; and, to the extent these properties represent an increasing percentage of the properties added to our platforms, we expect that our room-night growth rate and property growth rate will continue to diverge over time (since each such alternative accommodation property has fewer booking opportunities). As a result of the foregoing, as the percentage of alternative accommodation properties increases, the number of reservations per property will likely continue to decrease.

In addition, as our alternative accommodation reservation business grows, we may incur increasing numbers of complaints related to non-existent properties or properties that are significantly different than as described in the listing, as well as claims of liability based on events occurring at such properties such as robbery, injury, death and other similar events. Such complaints or claims could result in negative publicity and increased costs, which could adversely affect our reputation, business and results of operations. Further, the regulatory environment related to some alternative accommodations such as homes and apartments is evolving, and laws, regulations or property association rules could impose restrictions or burdens on these property owners and managers that limit or negatively affect their ability to rent their properties. Some jurisdictions have adopted or are considering statutes or ordinances that prohibit owners and managers from renting certain properties for fewer
17

than a stated number of consecutive days or for more than an aggregate total number of days per year or that require owners or managers to obtain a license to rent their properties. In addition, several jurisdictions have adopted or are considering adopting statutes or ordinances requiring online platforms that list certain alternative accommodations to obtain a license to list such accommodations and/or to comply with other restrictions or requirements. This dynamic regulatory environment requires us to expend significant time and resources and could negatively impact the growth and/or size of our alternative accommodation reservation business.

We believe that the number, variety and quality of accommodations on our platforms, and the corresponding access to accommodation room nights, had been a key driver of the growth of our accommodation reservation business prior to the COVID-19 pandemic. The breadth of our accommodation bookings typically made us an attractive source of consumer demand for our accommodation providers, and we believe it will continue to do so as the travel industry recovers. However, after accommodation providers recover from the COVID-19 pandemic, they may wish to limit the amount of business that flows through a single distribution channel. Also, certain jurisdictions, particularly in Europe, are considering regulations intended to address the issue of "overtourism," including by restricting accommodation offerings in city centers or near popular tourist destinations, such as by restricting construction of new hotels or the renting of homes or apartments. Such restrictions could also include limiting the number of tourists permitted to visit and stay near popular areas during peak seasons or as a general matter. As a result, we may experience constraints on the number of listings, or accommodation room nights, actually available to us, which could negatively impact our business growth rate and results of operations.

The number of our employees worldwide has grown from approximately 15,500 at December 31, 2015 to approximately 20,300 at December 31, 2020, which growth is mostly comprised of hires by our international operations. Changes in our workforce may make it more difficult to hire, train, retain, motivate and manage the required employees. Historically, our brands operated on a largely independent basis and many of them focused on particular services or geographies. As we look to develop the Connected Trip and pursue our other strategic objectives, we are increasing the collaboration, cooperation and interdependency among our brands. As we manage this shift, in addition to managing any changes in our workforce, whether due to organic growth, growth through acquisitions, workforce reductions or restructurings, we may find it difficult to maintain the beneficial aspects of our corporate culture at the brand companies and throughout the organization as a whole. In addition, as travel recovers from the COVID-19 pandemic, any future expansion or shift increases the complexity of our business and places additional strain on our management, operations, technical performance, financial resources and administrative, legal, tax, internal control and financial reporting functions. Our current and planned employees, systems, procedures and controls may not be adequate to support and effectively manage growth and increased complexity, especially as we employ employees in multiple geographic locations around the world and increase the number and variety of our products and payment systems. The implementation of new information technology, payment, enterprise resource planning (ERP) or other systems could be disruptive and/or costly or we may experience difficulty successfully integrating new systems into existing systems or migrating to new systems from existing systems, any of which could adversely affect our business and results of operations.

We rely on marketing channels to generate a significant amount of traffic to our platforms and grow our business.

We believe that maintaining and strengthening our brands are important aspects of our efforts to attract and retain customers. We have invested considerable resources in the establishment and maintenance of our brands, and we intend to continue to invest resources in marketing and other brand building efforts to preserve and enhance consumer awareness of our brands when and to the extent we deem appropriate, in particular as the COVID-19 pandemic subsides and consumers begin to travel again. Effective marketing has been an important factor in our growth, and we believe it will continue to be important to our future success. Our marketing spend is influenced by the marketing spend of our competitors as we seek to maintain and increase our brand recognition among consumers and to maintain and grow traffic to our platforms through performance marketing channels. We may not be able to successfully maintain or enhance consumer awareness and acceptance of our brands, and, even if we are successful in our branding efforts, such efforts may not be cost-effective. For instance, increased marketing by OTCs, meta-search services and travel service providers, which we saw prior to the COVID-19 pandemic and would expect to see again as the COVID-19 pandemic subsides, make our marketing efforts more expensive and less effective. If we are unable to maintain or enhance consumer awareness and acceptance of our brands in a cost-effective manner, our business, market share and results of operations would be materially adversely affected.

Our marketing efficiency, expressed as marketing expense as a percentage of revenues, is impacted by a number of factors that are subject to variability and that are, in some cases, outside of our control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert paid traffic to booking customers and the extent to which consumers come directly to our websites or mobile apps for bookings. For example, competition for desired rankings in search results and/or a decline in ad clicks by consumers could increase our costs-per-click and reduce our marketing efficiency. We use third-party websites, including online search engines (primarily Google), meta-search and travel research services and
18

affiliate marketing as the primary means of generating traffic to our websites. Growth of some of these channels had slowed prior to the COVID-19 pandemic. Historically our marketing expenses have increased significantly, however, we have experienced more moderate growth rates in recent years, and since the COVID-19 pandemic, our marketing expenses have declined significantly year-over-year. Our marketing efficiency has declined in recent years, a trend we expect to continue in the long term, though the rate of decrease may fluctuate and there may be periods of stable or increasing returns on investment ("ROIs") from time to time, and we cannot predict how our marketing efficiency will trend during the recovery from the COVID-19 pandemic. Further, at times we may pursue a strategy of increasing marketing ROIs, which could negatively affect our gross bookings and revenue growth rates. When evaluating our performance marketing spend generally, we consider several factors for each channel, such as the customer experience on the advertising platform, the incrementality of the traffic we receive and the anticipated repeat rate from a particular platform, as well as other factors. Currently, we have reduced our marketing spend significantly year-over-year and are generally limiting our performance marketing efforts to address particular booking characteristics that are identified as having a high likelihood of conversion and a low likelihood of cancellation under the current circumstances of the COVID-19 pandemic. Pursuing a strategy of improving marketing ROIs along with factors such as competitors' actions in the bidding environment, the amount of marketing invested by these channels to generate demand and overall marketing platform traffic growth trends, which have shown volatility and long-term deceleration of growth rates, may also impact growth rates for marketing channels. Under market conditions excluding the impact of the COVID-19 pandemic, any reduction in our marketing efficiency could have an adverse effect on our business and results of operations, whether through reduced revenues or revenue growth, or through marketing expenses increasing faster than revenues and thereby reducing margins and earnings growth.

We believe that a number of factors could cause consumers to increase their shopping activity before making a travel purchase. Increased shopping activity reduces our marketing efficiency and effectiveness because traffic becomes less likely to result in a reservation through our platforms, and such traffic is more likely to be obtained through paid marketing channels than through direct channels. Further, consumers may favor travel services offered by search or meta-search companies over OTCs, which could reduce traffic to our travel reservation platforms, increase consumer awareness of our competitors' brands and platforms, increase our marketing and other customer acquisition costs and adversely affect our business, margins and results of operations. To the extent any such increased shopping behavior leads to growth in our KAYAK meta-search business, such growth may not result in sufficient increases in revenues from our KAYAK meta-search business to offset any related decrease in revenues or increase in marketing and other customer acquisition costs experienced by our OTC brands.

We may not be able to keep up with rapid technological or other market changes.

The markets in which we compete are characterized by rapidly changing technology, evolving industry standards, consolidation, frequent new service announcements, introductions and enhancements and changing consumer demands and preferences. These characteristics are changing at an even greater pace as OTCs and travel service providers seek to address consumer needs and preferences resulting from the COVID-19 pandemic. We may not be able to keep up with these rapid changes. In addition, these market characteristics are heightened by the progress of technology adoption in various markets, including the continuing adoption of the internet and online commerce in certain geographies and the emergence and growth of the use of smartphones, tablets and other smart devices, including those with voice and artificial intelligence capabilities, for mobile e-commerce transactions. New developments in other areas, such as cloud computing, could make entering our markets easier for competitors due to lower upfront technology costs. As a result, our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our services and online platforms to evolving industry standards and local preferences and to continually innovate and improve the performance, features and reliability of our services and online platforms in response to competitive service offerings and the evolving demands of the marketplace. In particular, it is increasingly important for us to effectively offer our services on mobile devices through mobile apps and mobile-optimized websites and to tailor our services to varying devices and platforms. Any failure by us to successfully develop and achieve consumer adoption of our mobile platforms would have a material and adverse effect on our growth, market share, business and results of operations. Further, to the extent mobile devices or platforms enable users to block advertising content, our advertising revenue and our ability to market our brands and acquire new consumers may be negatively affected. We believe that ease-of-use, comprehensive functionality and the look and feel of our mobile platforms are increasingly competitively critical as consumers obtain more of their travel and restaurant services through mobile devices and platforms. As a result, we intend to continue to spend significant resources maintaining, developing and enhancing our mobile platforms and other technologies and platforms in the long term. Additionally, our ability to achieve our long-term strategy to build the Connected Trip depends on successfully integrating and developing new and evolving technologies, which is likely to require increased financial and personnel investments that could have an adverse impact on our results of operations until we achieve the expected return on these investments. However, these efforts may not be successful in improving the travel experience or retaining and attracting new customers, which would harm our business and results of operations. Further, technical innovation often results in bugs, vulnerabilities and other system failures. Any such bug, vulnerability or failure, especially in connection
19

with a significant technical implementation or change, could result in lost business, harm to our brand or reputation, consumer complaints and other adverse consequences, any of which could adversely affect our business and results of operations.

We believe that another critical component to our future success will be our ability to enhance our payments capabilities, including by offering alternative payment solutions to consumers even when those payment solutions may not be accepted by the travel service provider or restaurant. Alternate payment providers such as Alipay, Paytm and WeChat Pay operate closed-loop payments systems with direct connections to both consumers and merchants. In many markets, particularly in Asia where credit cards are not readily available and/or e-commerce is largely carried out through mobile devices, these and other emerging alternative payment methods are the exclusive or preferred means of payment for many consumers. Therefore, if we are unable to offer consumers their preferred method of payment by integrating new or emerging payment methods into our platforms, we may not be able to effectively offer our services to these consumers, which would limit our growth opportunities in these markets and our business and results of operations could be harmed.

Furthermore, in the future the competitive pressure to innovate could encompass a wider range of services and technologies, including services and technologies that may be outside of our historical core business, and our ability to keep pace may slow. Our current and potential competitors range from large and established companies to emerging start-ups. Emerging start-ups may be able to innovate and focus on developing a particularly new product or service faster than we can or may foresee consumer need for new services or technologies before we do. Some of our larger competitors or potential competitors have more resources or more established or varied relationships with consumers than we have, and they could use these advantages in ways that could affect our competitive position, including by making acquisitions, entering or investing in travel reservation businesses, investing in research and development and competing aggressively for highly-skilled employees.

In addition, the widespread adoption of new internet, networking or telecommunications technologies or other technological changes (including new devices and services, such as Amazon's Echo and Alexa and Google Home and Google Assistant, developing technologies, such as artificial intelligence, chatbot and virtual reality technologies, and the creation of "super-apps" where consumers can use many online services without leaving a particular app) could require us to incur substantial expenditures to modify or adapt our services or infrastructure to these new technologies, which could adversely affect our results of operations or financial condition. Any failure to implement or adapt to new technologies in a timely manner or at all could adversely affect our ability to compete, increase our consumer acquisition costs or otherwise adversely affect our business, and therefore adversely affect our brand, market share and results of operations.

Our business could be negatively affected by changes in online search and meta-search algorithms and dynamics or traffic-generating arrangements.

We use Google to generate a significant portion of the traffic to our platforms, and, to a lesser extent, we use other search and meta-search services to generate traffic to our platforms, principally through pay-per-click marketing campaigns. The pricing and operating dynamics on these search and meta-search platforms can experience rapid change commercially, technically and competitively. For example, Google frequently updates and changes the logic which determines the placement and display of results of a consumer's search, such that the placement of links to our platforms can be negatively affected and our costs to improve or maintain our placement in search results can increase. The European Commission has fined Google significant amounts for anti-competitive behavior relating to its comparison-shopping service and online search advertising services. Changes by Google in how it presents travel search results, including its promotion of its travel meta-search services, or the manner in which it conducts the auction for placement among search results, whether as a result of a court order, investigation or other reason, may be competitively disadvantageous to us and may impact our ability to efficiently generate traffic to our platforms, which in turn would have an adverse effect on our business, market share and results of operations. In January 2020, Google announced modifications to its flights display model, including that it would not be charging airlines and OTCs for sending referrals from Google Flights. As a result, certain airline and OTC partners have limited or eliminated their use of other meta-search services and have demanded cost savings from their other meta-search services. Further, Google may receive access to certain discounted fares not provided to meta-search services that charge for referrals. These modifications could adversely affect our meta-search business, profit margins and results of operations. Similarly, changes by our other search and meta-search partners in how they present travel search results or the manner in which they conduct the auction for placement among search results may be competitively disadvantageous to us and may impact our ability to efficiently generate traffic to our platforms. In addition, a decline or slowing growth in travel search traffic negatively impacts our ability to efficiently generate traffic to our platforms through performance marketing on general search platforms, which could have an adverse effect on our business and results of operations.

In addition, we purchase online traffic from a number of other sources, including some operated by our competitors, in the form of pay-per-click arrangements that can be terminated with little or no notice. If one or more of such arrangements is terminated, our business, market share and results of operations could be adversely affected. We rely on various third-party
20

distribution channels (i.e., marketing affiliates) to distribute accommodation, rental car and airline ticket reservations. Should one or more of such third parties cease distribution of reservations made through us, or suffer deterioration in its search or meta-search ranking, due to changes in search or meta-search algorithms or otherwise, our business, market share and results of operations could be negatively affected.

Consumer adoption and use of mobile devices creates challenges and may enable device companies such as Google and Apple to compete directly with us.

Widespread adoption of mobile devices, such as the iPhone and Android-enabled smartphones, coupled with the web browsing functionality and development of thousands of apps available on these devices, continues to drive substantial online traffic and commerce to mobile platforms. We have experienced a significant shift of business, both direct and indirect, to mobile platforms and our advertising partners are also seeing a rapid shift of traffic to mobile platforms. Some competitors offer last-minute discounts for mobile accommodation reservations. The revenues earned on a mobile transaction may be less than a typical desktop transaction due to different consumer purchasing patterns. For example, accommodation reservations made on a mobile device typically are for shorter lengths of stay, have lower ADRs and are not made as far in advance. Further, given the device sizes and technical limitations of smartphones, mobile consumers may not be willing to download multiple apps from multiple companies providing a similar service and instead prefer to use one or a limited number of apps for their mobile travel and restaurant research and reservation activity. As a result, the consumer experience with mobile apps as well as brand recognition and loyalty continue to be increasingly important. Our mobile offerings have received generally strong reviews and are driving a material and increasing share of our business. We believe that mobile bookings present an opportunity for growth and are necessary to maintain and grow our business as consumers increasingly turn to mobile devices instead of a personal computer. As a result, it is increasingly important for us to develop and maintain effective mobile platforms to provide consumers with an appealing, easy-to-use mobile experience. If we are unable to continue to rapidly innovate and create new, user-friendly and differentiated mobile offerings and efficiently and effectively advertise and distribute on these platforms, or if our mobile offerings are not used by consumers, we could lose market share and our business, future growth and results of operations could be adversely affected.

Google's Android operating system is the leading smartphone operating system in the world. As a result, Google has the ability to leverage its Android operating system to give its travel services a competitive advantage, either technically or with prominence on its Google Play app store or within its mobile search results. Further, Google is the leading internet search service and has leveraged its search popularity to promote its travel services. The European Commission has fined Google significant amounts and the U.S. Justice Department (the "U.S. DOJ") has sued Google for breaching antitrust rules by imposing restrictions on Android device manufacturers and mobile network operators, including by mandating the pre-installation of Google apps and limiting access to its Google Play app store. The European Commission's decision requires Google to end those practices or face penalty payments of up to 5% of the average daily worldwide turnover of Alphabet, Google's parent company. Google has appealed the European Commission's decision and refutes the U.S. DOJ's claims, and it is not yet clear how or whether these actions will affect Google's business, including its travel services.

Apple, the producer of, among other things, the iPhone and iPad, obtained a patent for "iTravel," a mobile app that would allow a traveler to check in for a travel reservation. In addition, Apple's iPhone operating system includes "Wallet," a virtual wallet app that holds tickets, boarding passes, coupons and gift cards, and, along with iTravel, may be indicative of Apple's intent to enter the travel reservations business in some capacity. Apple has substantial market share in the smartphone market and controls integration of offerings, including travel services, into its mobile operating system. Apple also has more experience producing and developing mobile apps and has access to greater resources than we have. Apple may use or expand iTravel, Wallet, Siri (Apple's voice recognition "concierge" service), Apple Pay (Apple's mobile payment system) or another mobile app or functionality as a means of entering the online travel reservations marketplace. To the extent Google or Apple use their mobile operating systems, app distribution channels or, in the case of Google, search services, to favor their own travel service offerings, our business and results of operations could be harmed.

We are dependent on providers of accommodations, rental cars and airline tickets and on restaurants.

We rely on providers of accommodations, rental cars and airline tickets and on restaurants to make their services available to consumers through us. Our arrangements with travel service providers generally do not require them to make available any specific quantity of accommodation reservations, rental cars or airline tickets, or to make accommodation reservations, rental cars or airline tickets available in any geographic area, for any particular route or at any particular price. Similarly, our arrangements with restaurants generally do not require them to provide all of their available tables and reservations to customers through us. We are in regular dialogue with our major travel service providers about the nature and extent of their participation in our services. A significant reduction on the part of any of our major travel service providers or providers that are particularly popular with consumers in their participation in our services for a sustained period of time or
21

their complete withdrawal, whether as a result of limitations on occupant capacity or business closures stemming from the COVID-19 pandemic or otherwise, could have a material adverse effect on our business, market share and results of operations. To the extent any of those major or popular travel service providers ceased to participate in our services in favor of one of our competitors' services or decided to require consumers to purchase services directly from them, our business, market share and results of operations could be harmed. During periods of higher occupancy rates, accommodation providers may decrease their distribution of accommodation reservations through third-party intermediaries like us, in particular through our discount services. Further, as consolidation among travel service providers increases, the potential adverse effect of a decision by any particular significant travel service provider (such as a large hotel chain, airline or rental car company) to withdraw from or reduce its participation in our services also increases. The COVID-19 pandemic has increased the risk that our travel service provider and restaurant partners voluntarily or involuntarily declare bankruptcy or otherwise cease or limit their operations, which could harm our business and results of operations. In particular, the potential harm to our business and results of operations is greater if there are bankruptcies or closures of larger partners such as airlines, hotel chains or large rental car companies. To the extent restaurants limit the availability of reservations through OpenTable or if a significant number of restaurants cease to participate in our services (whether as a result of the COVID-19 pandemic or otherwise) or if government orders restrict occupant capacity of any travel service providers or restaurants as a result of the COVID-19 pandemic, consumers may not continue to use our services and/or our revenues and results of operations could be adversely affected, especially if reservations during highly desirable times on high volume days are not made available through us.

KAYAK, a meta-search service, depends on access to information related to travel service pricing, schedules, availability and other related information from OTCs and travel service providers to attract consumers. Many of KAYAK's agreements with OTCs and travel service providers are short-term agreements that may be terminated on 30 days' notice. To the extent OTCs or travel service providers no longer provide such information to KAYAK, KAYAK's ability to provide comprehensive travel service information to consumers could be diminished and its brand, business and results of operations could be harmed. To the extent consumers do not view KAYAK as a reliable source of comprehensive travel service information, fewer consumers would likely visit its websites, which would also likely have a negative impact on KAYAK's advertising revenue and results of operations. In addition, if OTCs or travel service providers choose not to advertise with KAYAK or choose to reduce or eliminate the fees paid to KAYAK for referrals from query results, KAYAK's business and results of operations could be adversely affected.

We rely on the performance of highly skilled employees; and, if we are unable to retain or motivate key employees or hire, retain and motivate well-qualified employees, our business would be harmed.

Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled employees for all areas of our organization. In particular, the contributions of key senior management in the United States, Europe and Asia are critical to the overall management of our business. We may not be able to retain the services of any members of our senior management or other key employees, the loss of whom could harm our business and competitive position. We do not maintain any key person life insurance policies.

In addition, competition for well-qualified employees in all aspects of our business, including software engineers, mobile communication talent and other technology professionals, is intense. Our international success in particular has led to increased efforts by our competitors and others to hire our international employees. These difficulties may be amplified by evolving restrictions on immigration, travel or availability of visas or work permits for skilled technology workers. Further, as a result of the COVID-19 pandemic, the potential for a long recovery period for the travel industry and our workforce reductions and restructurings, employees may not view employment with us as positively as they did prior to the pandemic, all of which makes attraction and retention of well-qualified employees more difficult. The competition for talent in our industry has in the past and may in the future increase our personnel expenses, which may adversely affect our results of operations. Our continued ability to compete effectively and to innovate and develop products, services, technologies and enhancements depends on our ability to attract, retain and motivate well-qualified employees. If we do not succeed in attracting well-qualified employees or retaining, training, managing and motivating existing employees, our business, competitive position, reputation and results of operations would be adversely affected.

Investment in new business strategies and acquisitions could disrupt our ongoing business and present risks not originally contemplated.

Our mission is to make it easier for everyone to experience the world. As a result, our strategy involves evaluating and potentially entering complementary businesses in furtherance of that mission. We have invested, and in the future may invest, in new business strategies and acquisitions. For example, we acquired FareHarbor in April 2018 to increase our ability to offer local activities and experiences (such as tours and attractions). We also have acquired, and in the future may acquire,
22

businesses similar to those we already operate in an effort to expand our geographic markets, acquire technology or products or to otherwise improve or grow our business. For example, in July 2017 we acquired the Momondo Group and in November 2018 we acquired HotelsCombined, in each case, among other things, to enhance the global reach of our meta-search services. Such endeavors may involve significant risks and uncertainties, including diversion of management's attention from current operations, greater than expected liabilities and expenses, inadequate return on capital, new risks with which we are not familiar, legal compliance obligations that previously did not apply to us, integration risks and difficulties and unidentified issues not discovered in our investigations and evaluations of those strategies and acquisitions. As a result, entering new businesses involves risks and costs that could, if realized, have an adverse effect on our business, reputation, results of operations, profit margins, cash flows or financial condition, as well as on our ability to achieve the expected benefits of any such investments or acquisitions.
We may decide to make minority investments, including through joint ventures, in which we have limited or no management or operational control. The controlling person in such a case may have business interests, strategies or goals that are inconsistent with ours, and decisions of the company or venture in which we invested may result in harm to our reputation or business or adversely affect the value of our investment. A substantial portion of our goodwill and intangible assets were acquired in acquisitions. If we determine that any of our goodwill and intangible assets, or any goodwill or intangible assets acquired in future transactions, experiences a decline in value, we may be required to record, as we did in the first and third quarters of 2020, an impairment (see Note 11 to our Consolidated Financial Statements), which could materially adversely affect our results of operations. Further, we may issue shares of our common stock in these transactions, which could result in dilution to our stockholders.

We may not be able to successfully integrate acquired businesses or combine internal businesses.

The integration of acquired businesses requires significant time and resources, and we may not manage these processes successfully. Further, as our businesses developed, our strategy evolved and market conditions changed, we have integrated businesses that had been managed independently, integrated certain functions across businesses and restructured or ceased operating certain assets or businesses, and we may do so in the future, including through divestitures. These integrations may be of varying degree, depending on many factors such as business compatibility, strategic goals or geographic location, among others. Integrations are complex, often involve additional or unexpected costs and create a variety of issues and risks, including:

•disruption or harm to the businesses involved;

•disruption to our other businesses, including as a result of the need for management to spend time and attention on the integration;

•difficulty combining different company cultures, systems, reporting structures, titles and job descriptions and compensation schemes;

•problems retaining key personnel, in particular at the acquired or integrated company;

•loss of travel service providers, restaurants or partners of the acquired business; and

•difficulty implementing and maintaining effective controls, procedures and policies.

We may not successfully integrate companies or achieve the strategic, financial or operating objectives of the acquisition or integration, any of which could adversely affect our business, results of operations or the value of our acquisitions.

Information Security, Cybersecurity and Data Privacy Risks

Our processing, storage, use and disclosure of personal data exposes us to risks of internal or external security breaches and could give rise to liabilities and/or damage to our reputation.

We are an innovative technology company dependent on sophisticated software applications and computing infrastructure. The security of data when engaging in e-commerce is essential to maintaining consumer and travel service provider confidence in our services. Cyberattacks by individuals, groups of hackers and state-sponsored organizations are increasing in frequency and sophistication and are constantly evolving. Cyberattacks on organizations have increased during the crisis of the COVID-19 pandemic. Any security breach whether instigated internally or externally on our systems or third-
23

party systems could significantly harm our reputation and therefore our business, brand, market share and results of operations. Consumers who use certain of our services provide us with their credit card information. We require user names and passwords in order to access our information technology systems. We also use encryption and authentication technologies to secure the transmission and storage of data and prevent unauthorized access to our data or accounts. Computer circumvention capabilities, new discoveries or advances or other developments, including our own acts or omissions, could result in a compromise or breach of consumer data. For example, third parties may attempt to fraudulently induce employees, travel service provider partners or consumers to disclose user names, passwords or other sensitive information ("phishing"), which may in turn be used to access our information technology systems or to defraud our partners or consumers. Third parties may also attempt to take over consumer accounts by using passwords, usernames and other personal information obtained elsewhere to attempt to unlawfully access consumer accounts on our platforms. We have experienced targeted and organized phishing and account takeover attacks, which have increased during the COVID-19 pandemic, and we expect to continue to experience these events in the future. These risks are likely to increase as we expand our offerings, integrate our products and services, and store and process more data, including personal information. Our efforts to protect information from unauthorized access may be unsuccessful or may result in the rejection of legitimate attempts to book reservations through our services, any of which could result in lost business and could materially and adversely affect our business, reputation and results of operations.

Our existing technical, administrative and physical security measures may not be successful in preventing security breaches. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security systems could steal consumer information or transaction data or other proprietary information. As a result of increased numbers of employee exits due to the restructuring actions or otherwise, we face heightened risks related to the loss or unauthorized use of or access to our systems, intellectual property or other protected data. In the last few years, several major companies experienced high-profile security breaches that exposed their systems and information and/or their consumers' or employees' personal information, and it is expected that these types of events will continue to occur. We have a heightened risk of security breaches due to some of our operations being located in certain international jurisdictions. We expend significant resources to protect against security breaches, and regularly increase our security-related expenditures to maintain or increase our systems' security. We have experienced and responded to cyberattacks, which we believe have not had a significant impact on the integrity of our systems or the security of data, including personal information maintained by us. These issues are likely to become more difficult to manage as we expand the number of places where we operate and the number and variety of services we offer, and as the tools and techniques used in such attacks increasingly become more sophisticated. Security breaches could result in severe damage to our information technology infrastructure, including damage that could impair our ability to offer our services or the ability of consumers to make reservations or conduct searches through our services, as well as loss of consumer, financial or other data that could materially and adversely affect our ability to conduct our business, satisfy our commercial obligations or meet our public reporting requirements in a timely fashion or at all. Security breaches could also result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability, subject us to regulatory penalties and sanctions, or cause consumers to lose confidence in our security and choose to use the services of our competitors, any of which would have a negative effect on our brands, market share, results of operations and financial condition. Our insurance policies have coverage limits and may not be adequate to reimburse us for all losses caused by security breaches.

We also face risks associated with security breaches affecting third parties conducting business over the internet. Consumers generally are concerned with security and privacy on the internet, and any publicized security problems could negatively affect consumers' willingness to provide private information or effect online commercial transactions generally, including through our services. Some of our business is conducted with third-party marketing affiliates, which may generate travel reservations through our infrastructure or through other systems. Additionally, our consumers' personal data could be affected by security breaches at third parties upon which we rely, such as travel service providers, connectivity partners, payroll providers, health plan providers, payment processors or GDSs. A security breach at any such third-party marketing affiliate, travel service provider, payment processor, GDS or other third party on which we rely, such as the security breach experienced by MGM Resorts International in 2020, could be perceived by consumers as a security breach of our systems and in any event could result in negative publicity, subject us to notification requirements, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. In addition, such third parties may not comply with applicable disclosure requirements or with parameters within which we permit them to process data, which could expose us to liability.

In the operation of our business, we receive and store a large volume of personally identifiable data and payment information. This data is increasingly subject to legislation and regulations in numerous jurisdictions around the world. The European Union's General Data Protection Regulation (the "GDPR") imposes significant compliance obligations and costs for us. Under the GDPR, violations could result in fines of up to 20 million Euros or up to 4% of the annual global revenues of the infringer, whichever is greater. Several data protection authorities have imposed significant fines on companies of various sizes across industry sectors for violations of the GDPR. The California Consumer Privacy Act (the "CCPA") became operative in
24

January 2020, and the recently enacted California Privacy Rights Act, which is set to become operative in January 2023, impose new privacy requirements and rights for consumers in California and has resulted and will continue to result in additional complexity and costs related to compliance. Many other jurisdictions continue to consider adopting or may adopt similar data protection regulations. These regulations are typically intended to protect the privacy of personal data that is collected, processed and transmitted in or from the governing jurisdiction as well as to give individuals greater rights and/or control over how their data is processed. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, including employee information. These laws and their interpretations continue to develop and may be inconsistent from jurisdiction to jurisdiction. For example, the recent invalidation of the EU-US Privacy Shield has altered one of the acceptable approaches upon which many companies have relied to ensure compliant data transfers between the European Union and the United States. Additionally, some of these regulations, such as the CCPA, give consumers a private right of action against companies for violations of these rules. While we have invested and continue to invest significant resources to comply with the GDPR, CCPA and other privacy regulations, many of these regulations are new, extremely complex and subject to interpretation. Non-compliance with these laws could result in negative publicity, damage to our reputation, significant penalties or other legal liability. If legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, our results of operations, financial condition or competitive position could be adversely affected.

System capacity constraints, system failures or denial-of-service or other attacks could harm our business and our reputation.

Prior to the COVID-19 pandemic, we experienced rapid growth in consumer traffic to our online platforms, the number of accommodations on our extranets and the geographic breadth of our operations. Once consumers begin to travel again, if our systems cannot be expanded to cope with increased demand or fail to perform, we could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction and delays in the introduction of new services, any of which could impair our reputation, damage our brands and materially and adversely affect our results of operations. Further, as an online business, we are dependent on the internet and maintaining connectivity between ourselves and consumers, sources of internet traffic, such as Google, and our travel service providers and restaurants. As consumers increasingly turn to mobile and other smart devices, we also become dependent on consumers' access to the internet through mobile carriers and their systems. Disruptions in internet access, whether generally, in a specific market or otherwise, especially if widespread or prolonged, could materially adversely affect our business and results of operations. While we do maintain redundant systems and hosting services, it is possible that we could experience an interruption in our business, and we do not carry business interruption insurance sufficient to compensate us for all losses that may occur.

Our computer hardware for operating our services is currently located at hosting facilities around the world. These systems and operations are vulnerable to damage or interruption from human error, computer viruses, floods, fires, power loss, telecommunication failures and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, terrorism and similar misconduct. Despite any precautions we may take, the occurrence of any disruption of service due to any such misconduct, natural disaster or other unanticipated problems at such facilities, or the failure by such facilities to provide our required data communications capacity could result in lengthy interruptions or delays in our services. Any system failure that causes an interruption or delay in service could impair our reputation, damage our brands, result in lost business or result in consumers choosing to use a competitive service, any of which could have a material adverse effect on our business and results of operations.

Our existing security measures may not be successful in preventing attacks on our systems, and any such attack could cause significant interruptions in our operations. For instance, from time to time, we have experienced denial-of-service type attacks on our systems that have made portions of our websites slow or unavailable for periods of time. There are numerous other potential forms of attack, such as phishing, ransomware, account takeover attacks, SQL injection (where a third party attempts to insert malicious code into our software through data entry fields in our websites in order to gain control of the system) and attempting to use our websites as a platform to launch a denial-of-service attack on another party, each of which could cause significant interruptions in our operations and potentially adversely affect the value of our brands, operations and results of operations or involve us in legal or regulatory proceedings. We expend significant resources in an attempt to prepare for and mitigate the effects of any such attacks. Reductions in the availability and response time of our online services could cause loss of substantial business volumes during the occurrence of any such attack on our systems and measures we may take to divert suspect traffic in the event of such an attack could result in the diversion of bona fide customers. These issues are more difficult to manage during any expansion of the number of places where we operate and the variety of services we offer, and as the tools and techniques used in such attacks become more advanced. Successful attacks could result in negative publicity, damage our reputation and prevent consumers from booking travel services, researching travel services or making restaurant reservations through us during the attack, any of which could cause consumers to use the services of our competitors, which would have a negative effect on the value of our brands, our market share, business and results of operations.
25


We rely on certain third-party computer systems and third-party service providers, including GDSs and computerized central reservation systems of the accommodation, rental car and airline industries in connection with providing some of our services. Any damage to, breach of or interruption in these third-party services and systems or deterioration in their performance could prevent us from booking related accommodation, rental car and airline reservations and have a material adverse effect on our business, brands and results of operations. Our agreements with some third-party service providers are terminable upon short notice and often do not provide recourse for service interruptions. In the event our arrangement with any such third party is terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms and, as a result, it could have a material adverse effect on our business and results of operations. Further, as a result of the COVID-19 pandemic, some of our third-party service providers may go out of business, suspend operations, reduce their support services or system maintenance activities, any of which could adversely affect our business and reputation.

We depend upon various third parties to process payments, including credit cards, for our merchant transactions around the world. In addition, we rely on third parties to provide credit card numbers which we use as a payment mechanism for merchant transactions. If any such third party were wholly or partially compromised or ceased or suspended operations (whether due to the COVID-19 pandemic or otherwise), our cash flows could be disrupted or we may not be able to generate merchant transactions (and related revenues) until such a time as a replacement process could be put in place with a different vendor, and this could have a negative effect on our business, reputation and results of operations and, in certain cases of the insolvency of such a partner, could result in additional payments by us and loss of the total transaction value, which would negatively affect our results of operations and financial condition.

We do not have a completely formalized or comprehensive disaster recovery plan in every geographic region in which we conduct business. In the event of certain system failures, we may not be able to switch to back-up systems immediately and the time to full recovery could be prolonged. Like many online businesses, we have experienced system failures from time to time. In addition to placing increased burdens on our engineering staff, these outages create a significant amount of consumer questions and complaints that need to be addressed by our customer support employees. Any unscheduled interruption in our service could result in an immediate loss of revenues that could be substantial, increase customer service costs, harm our reputation and result in some consumers switching to our competitors. If we experience frequent or persistent system failures, our reputation and brand could be permanently and significantly harmed. We have taken and continue to take steps to increase the reliability and redundancy of our systems. These steps are expensive, may reduce our margins and may not be successful in reducing the frequency or duration of unscheduled downtime.

We use both internally-developed systems and third-party systems to operate our services, including transaction processing, order management and financial and accounting systems. If the number of consumers using our services increases substantially, or if critical third-party systems stop operating as designed, we may need to significantly expand and upgrade our technology, transaction processing systems, financial and accounting systems or other infrastructure. We may not be able to upgrade our systems and infrastructure to accommodate such conditions in a timely manner, and, depending on the systems affected, our transactional, financial and accounting systems could be impacted for a meaningful amount of time before upgrade, expansion or repair. Many of our processes and systems, including those related to processing and recording revenue, are highly automated and involve multiple inputs from various IT systems, which can mitigate the risk of human error but which can also make testing, troubleshooting and auditing more difficult. As a result, it may be difficult to quickly detect and correct errors embedded in these processes or systems.

Legal, Tax, Regulatory, Compliance and Reputational Risks

We may have exposure to additional tax liabilities.

As an international business providing reservation and marketing services around the world, we are subject to income taxes and non-income-based taxes in the United States and various international jurisdictions. Due to economic and political conditions, tax rates and tax regimes in various jurisdictions may be subject to significant change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets or changes in tax laws or their interpretation. If our effective tax rates were to increase, our results of operations and cash flows would be adversely affected.

Although we believe that our tax filing positions are reasonable and comply with applicable law, we regularly review our tax filing positions, especially in light of tax law or business practice changes, and we may change our positions or determine that previous positions should be amended, either of which could result in additional tax liabilities. The final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and
26

accruals. To date, we have been audited in many taxing jurisdictions with no significant impact on our results of operations. If current or future audits find that additional taxes are due, we may be subject to incremental tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our results of operations, financial condition and cash flows. For example, Booking.com is the subject of tax proceedings in France and has been assessed approximately 465 million Euros, the majority of which represents penalties and interest. In January 2019, we were required to pay the assessments for the years 2006 through 2012 (356 million Euros) in order to preserve our right to contest the assessments for that period in court, though the payment is not an admission that we owe the taxes. Although we believe that Booking.com has been, and continues to be, in compliance with French tax law, and we are contesting the assessments, during the third quarter of 2020, we contacted the French Tax Authorities regarding the potential to achieve resolution of the matter through a settlement. See Note 16 to our Consolidated Financial Statements for more information regarding the French tax matter and certain tax contingencies.

In general, governments are increasingly focused on ways to increase tax revenues, which has contributed to an increase in audit activity, more aggressive positions taken by tax authorities, more time and difficulty to resolve any audits or disputes and an increase in new tax legislation. Any such additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on our business, results of operations and financial condition.

In December 2017, the Tax Cuts and Jobs Act (the "Tax Act") was enacted into law in the United States. The Tax Act introduced a tax on 50% of global intangible low-taxed income ("GILTI"), which is income determined to be in excess of a specified routine rate of return on qualifying business assets. The Tax Act further introduced a base erosion and anti-abuse tax ("BEAT") aimed at preventing the erosion of the U.S. tax base and a new tax deduction with respect to certain foreign-derived intangible income. If we are unable to operate our business so that BEAT does not impact us, our effective tax rate, results of operations and cash flows would be adversely affected. The interpretation and implementation of the Tax Act and regulations, rules or guidance that have been or may be adopted under, or result from, the Tax Act have had and could have a negative impact on our results of operations and cash flows. During the 2020 U.S. presidential campaign, then presidential candidate Joseph Biden proposed making significant corporate income tax changes including raising the U.S. corporate income tax rate to 28% and increasing the percentage of GILTI subject to tax in the United States to 75%. Increases in the U.S. corporate income tax rate or increasing the percentage of GILTI subject to tax in the United States could have a negative impact on our results of operations and cash flows.

Additionally, there have been significant changes made and proposed to international tax laws that increase the complexity, burden and cost of tax compliance. The Organisation for Economic Co-operation and Development ("OECD") initiated the "base erosion and profit shifting" ("BEPS") project to ensure international tax standards keep pace with changes in global business practices and to address situations where multinational businesses may pay little or no tax in certain jurisdictions by shifting profits away from jurisdictions in which the profit generating activities take place. The OECD is working towards a consensus-based solution by the middle of 2021 to address the challenges posed to the current tax system by the digitalization of the economy. The OECD Secretariat's current proposal aims to ensure that multinational businesses are taxed in jurisdictions where they are conducting significant business but do not have a physical presence by establishing new nexus rules determining where tax should be paid and new profit allocation rules determining what portion of profits should be taxed.

Certain countries have taken steps to unilaterally introduce a digital services tax to address the issue of multinational businesses carrying on business in their jurisdiction without a physical presence and therefore generally not subject to income tax in those jurisdictions. These digital services taxes are calculated as a percentage of revenue rather than income or profits. As a result, with the exception of the U.K digital services tax, these taxes apply even in situations where the business may be operating at an overall loss. In most cases, since these digital services taxes are based on revenue and not income, they cannot be credited against taxes paid on income in another jurisdiction for the same revenue. The interpretation and implementation of the various digital services taxes (especially if there is inconsistency in the application of these taxes across tax jurisdictions) could have a materially adverse impact on our results of operations and cash flows. Further, digital services taxes may not apply to our competitors such as hotel chains and smaller OTCs, which harms our business and competitive position. Any changes to international tax laws, including new definitions of permanent establishment, new nexus and profit allocation rules, or changes affecting the benefits of preferential tax regimes such as the Dutch "Innovation Box Tax" (discussed below), could impact the tax treatment of our foreign earnings and adversely impact our effective tax rate. Further, changes to tax laws and additional reporting requirements could increase the complexity, burden and cost of compliance. Due to the large scale of our international business activities, any changes in U.S. or international taxation of our activities or the combined effect of tax laws in multiple jurisdictions may increase our worldwide effective tax rate, increase the complexity and costs associated with tax compliance (especially if changes are implemented or interpreted inconsistently across tax jurisdictions) and adversely affect our cash flows and results of operations.

27

We are also subject to other non-income-based taxes, such as value-added, payroll, sales, use, excise, net worth, property, hotel occupancy and goods and services taxes. We refer generally to taxes on travel transactions (e.g., value-added taxes, sales taxes, excise taxes, hotel occupancy taxes, etc.) as "travel transaction taxes." From time to time, we are under audit or investigation by tax authorities or involved in legal proceedings related to these non-income-based taxes or we may revise or amend our tax positions, which may result in additional non-income-based tax liabilities. A number of jurisdictions in the United States have initiated lawsuits against OTCs, including us, related to, among other things, the payment of certain travel transaction taxes (such as hotel occupancy taxes) that could include historical taxes that are claimed to be owed, interest, penalties, punitive damages and/or attorney's fees and costs. In addition, a number of jurisdictions have initiated audit proceedings, issued proposed tax assessments or started inquiries relating to the payment of travel transaction taxes. Additional jurisdictions may assert that we are subject to, among other things, travel transaction taxes and could seek to collect such taxes, either retroactively, prospectively or both. Jurisdictions could also seek to amend their tax statutes in order to collect travel transaction taxes from us on a prospective basis. Litigation is subject to uncertainty and there could be adverse developments in these pending or future cases and proceedings. Additionally, a number of jurisdictions have adopted or may adopt laws that require us to collect and remit sales tax on behalf of travel service providers, which in some instances may negatively impact our revenue. Adverse tax decisions or new laws could have a material adverse effect on our business, margins, cash flows and results of operations. An unfavorable outcome or settlement of pending litigation may encourage the commencement of additional litigation, audit proceedings or other regulatory inquiries. In addition, an unfavorable outcome or settlement of these actions or proceedings could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorneys' fees and costs.

We may not be able to maintain our "Innovation Box Tax" benefit.

The Netherlands corporate income tax law provides that income generated from qualifying innovative activities is taxed at the rate of 7% prior to 2021 and 9% beginning in January 2021 ("Innovation Box Tax") rather than the Dutch statutory rate of 25%. A portion of Booking.com's earnings historically has qualified for Innovation Box Tax treatment. In 2020, the Innovation Box Tax benefit reduced our consolidated income tax expense by $79 million.

In order to be eligible for Innovation Box Tax treatment, Booking.com must, among other things, apply for and obtain a research and development ("R&D") certificate from a Dutch governmental agency every six months confirming that the activities that Booking.com intends to be engaged in over the subsequent six-month period are "innovative." The R&D certificate is current but should Booking.com fail to secure such a certificate in any future period - for example, because the governmental agency does not view Booking.com's new or anticipated activities as innovative - or should this agency determine that the activities performed in a prior period were not performed as contemplated or did not comply with the agency's requirements, Booking.com may lose its certificate and, as a result, the Innovation Box Tax benefit may be reduced or eliminated. Booking.com intends to apply for continued Innovation Box Tax treatment for future periods. However, Booking.com's application may not be accepted, or, if accepted, the amount of qualifying earnings may be reduced.

The loss of the Innovation Box Tax benefit (or any material portion thereof), whether due to a change in tax law or a determination by the Dutch government that Booking.com's activities are not innovative or for any other reason, could substantially increase our effective tax rate and adversely impact our results of operations and cash flows in the future.

Our business is subject to various competition/anti-trust, consumer protection and online commerce laws, rules and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify.

We, the travel industry and the technology industry generally are subject to competition/anti-trust and consumer protection laws and regulations around the world. These laws and regulations evolve and change, and their interpretation, application and enforcement can also change, be unpredictable or be affected by changing political or social pressures. As we expand our business into new areas, including our evolution towards the Connected Trip, we may become subject to additional laws and regulations. At times, online travel platforms, including us, have been the subject of investigations or inquiries by various national competition authorities ("NCAs") or other governmental authorities. For example, we have been and continue 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 OTCs or through the accommodation provider's website. To resolve and close certain of the investigations, we have 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 arrangements, in order to resolve parity-related investigations. In August 2020, Booking.com voluntarily extended its
28

parity commitments in the European Union for another three years. Additionally, these types of investigations can result and have resulted in the assessment of fines.

We have also been involved in investigations or inquiries involving consumer protection matters. For example, 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. In connection with this investigation, in 2019, Booking.com, agoda and KAYAK, along with a number of other OTCs, voluntarily agreed to certain commitments with the CMA, which resolved the CMA's investigation without a finding by the CMA of an infringement or an admission of wrongdoing by the OTCs involved. 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 money earned on search result rankings on or before the search results page and making certain adjustments to how discounts and statements concerning popularity or availability are shown to consumers. The CMA has stated that it expects all market participants to adhere to the same standards, regardless of whether they formally signed the commitments. As a result of additional inquiries from other NCAs in the European Union, Booking.com has made similar commitments with the Consumer Protection Cooperation Network that became applicable in the European Union in June 2020. There are consumer protection investigations or inquiries in other countries as well, including in Brazil, and other countries may decide to investigate these or similar issues generally or with respect to specific businesses, including ours, and we are unable to predict the outcome of any such other investigations or inquiries. To the extent that any such other investigations or inquiries result in additional commitments, fines, damages or other remedies, our business, financial condition and results of operations could be harmed.

In light of the COVID-19 pandemic, certain travel service provider partners and consumers have issued complaints with NCAs to dispute our handling of force majeure provisions in our contracts with accommodation partners. As a result, NCAs could decide to investigate our handling of force majeure provisions, and if any NCA concludes the invocation of force majeure was inappropriate, there could be fines or other adverse impacts.

As markets evolve and NCAs or other governmental authorities continue to monitor our industry, new investigations of the industry generally or of us specifically could and have occurred, including revisiting issues that were the subject of prior investigations. For example, in July 2020, the European Commission announced that it will study the marketing and sale of hotel accommodations in six E.U. countries in 2021. Also, while we believe that we are complying with our commitments, investigating authorities or third parties may determine that we are not complying with the commitments we have made and decide to pursue legal action to compel compliance or seek other remedies. Further, in September 2017 the Swiss Price Surveillance Office opened an investigation into the level of commissions of Booking.com in Switzerland and the investigation is ongoing. If there is an adverse outcome and Booking.com is unsuccessful in any appeal, Booking.com could be required to reduce its commissions in Switzerland.

We are cooperating with regulators where applicable, but we are unable to predict what, if any, effect any investigations or resolutions thereof, including the effect of any commitments we might make, will have on our business, industry practices or online commerce more generally.

To the extent that regulatory authorities impose fines on us or require changes to our business practices or to those currently common to the industry, our business, competitive position and results of operations could be materially and adversely affected. Negative publicity regarding competition and/or consumer law investigations could adversely affect our brands and therefore our business, market share and results of operations. Competition and consumer law-related investigations, legislation or issues have and could in the future result in private litigation.

Another area of regulatory inquiry involves contractual search term bidding restrictions where one contracting party agrees not to bid on certain key search terms related to the other party (e.g., such other party’s name). Although we are generally moving away from these types of agreements, in some of our contracts, we or the other party have agreed to bidding restrictions. If bidding restrictions are held to be illegal or otherwise unenforceable or if we remove them from all of our contracts, our performance marketing costs may increase if bidding on affected key words (especially those related to us) becomes more expensive, which could adversely affect our performance marketing efficiency, business and results of operations.

There is significant legislative and public focus on the technology industry, especially as technology companies become larger. In some instances, countries have passed legislation that goes further to restrict business activities than actions taken by NCAs or other regulatory authorities. For example, France, Italy, Belgium and Austria have passed legislation prohibiting parity contract clauses in their entirety. Additionally, the EU's Platform to Business Regulation regulates the relationship between online platforms such as Booking.com and European business users of online platforms. This new regulation requires online platforms to provide additional disclosure to European business partners, such as terms related to
29

search result ranking and preferential pricing as well as provide for a mediation process to handle any disputes, among other changes. In December 2020, the European Commission proposed the Digital Markets Act and the Digital Services Act, which are expected to give regulators more instruments to investigate digital businesses and impose new rules on certain digital platforms if they are determined to be "gatekeepers." The proposed legislation is not final and it is not known what the laws will look like in their final forms if adopted. If the regulators were to determine that we are a gatekeeper under the proposed legislation, we could be subject to additional rules and regulations not applicable to all our competitors and our business could be harmed. For example, the rules applicable to gatekeepers could prohibit single sign-in for different products and create new data sharing requirements and limitations on the use of data from third parties. New laws and regulations and changing public perception relating to the technology industry could impact our services, require us to change our business practices or otherwise cause us to incur additional operating costs to comply with or address these developments. Further, as market conditions change as a result of investigations, litigation, legislation or political or social pressure, we may decide to voluntarily modify our business practices beyond what is required, the full effects of which may not be known when making the decision, but which could harm our competitive position and adversely affect our business and results of operations.

With additional attention on the size of travel or technology companies generally, our size and market share may negatively affect our ability to obtain regulatory approval of proposed acquisitions, our ability to expand into complementary businesses or our latitude in dealing with travel service providers (such as by limiting our ability to provide discounts, rebates or incentives or to exercise contractual rights), any of which could adversely affect our business, results of operations or ability to grow and compete.

Regulatory and legal requirements and uncertainties could subject us to business constraints, increased compliance costs and complexities or otherwise harm our business.

Our ability to provide our services and any future services is and will continue to be affected by legal regulations (including laws, ordinances, rules, licensing requirements and other requirements and regulations) of national and local governments and regulatory authorities around the world, many of which are evolving and subject to the possibility of new or revised interpretations. For example, we offer optional rental car-related insurance products to customers protecting them against accidental damage to their rental vehicles, which subjects us to certain insurance regulations and related increased compliance costs and complexities, any of which could negatively impact our business and results of operations. Laws in some countries relating to data localization, registration as a travel agent and other local requirements could, if applicable to us, adversely affect our ability to conduct business in those countries. Any increase in the number or complexity of the laws and regulations applicable to us and our businesses could increase our compliance costs and burdens and negatively affect our business and results of operations.

For example, in the European Union, the Package Travel Directive (the "Package Directive") sets out broad requirements such as local registration, certain mandatory financial guarantees, disclosure requirements and other rules regulating the provision of travel packages and linked travel arrangements. The Package Directive also creates additional liability for a provider of travel packages, which could be the OTC, for performance of the travel services within a packaged trip under certain circumstances. Some parts of our business are already subject to the broad scope of the Package Directive, and as our offerings continue to diversify and expand, we may become subject to additional requirements of the Package Directive. Compliance with this directive could be costly and complex or, as a result of these requirements, we could choose to limit offerings that would otherwise be beneficial for the business, any of which could adversely affect our business, results of operations or ability to grow and compete.

The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by judicial or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business and results of operations. For example, in connection with a lawsuit begun in 2015 by the Association of Turkish Travel Agencies, a Turkish court ordered in 2019 that Booking.com must meet certain registration requirements in order to offer Turkish hotels and accommodations to Turkish residents. If Booking.com does not successfully appeal this decision or meet the Turkish registration requirements, Booking.com will be unable to resume offering Turkish hotels and accommodations to Turkish residents, which would continue to negatively impact our results of operations. Another example is that the U.S. Government announced in May 2019 that it will no longer suspend the right of private parties to bring litigation under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, popularly known as the Helms-Burton Act, allowing certain individuals whose property was confiscated by the Cuban government beginning in 1959 to sue anyone who "traffics" in the property in question in U.S. courts. We are a defendant in a number of these lawsuits, which seek remedies including the value of the expropriated property (generally, the applicable hotel), plus interest, treble damages, attorneys' fees and costs. We believe that we have meritorious defenses to existing and potential claims and that the results of any related litigation will not be material to our business, financial condition or results of operations. However, litigation is uncertain and there is little judicial history or interpretation of the relevant
30

claims and defenses, in particular as applied to businesses like ours. As a result, there can be no assurance that there will not be an adverse outcome to any such litigation or that such an outcome would not result in an adverse impact on our business, financial condition or results of operations.

Certain jurisdictions, particularly in Europe, are considering regulations intended to address the issue of "overtourism," including restrictions that may adversely affect our ability to offer accommodations, in particular, alternative accommodations, near city centers or popular tourist destinations. To the extent any such regulations require online platforms such as ours to comply with additional restrictions related to offering reservations for accommodations, tours and activities or other travel services in such areas, we could be subject to increased legal and compliance costs, and our business, growth and results of operations could be adversely affected.

Compliance with the laws and regulations of multiple jurisdictions increases our cost of doing business. Examples of these laws and regulations, which vary and sometimes conflict, include the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and local laws which also prohibit corrupt payments to governmental officials or third parties, data privacy requirements, labor relations laws, non-discrimination, human rights or anti-human trafficking laws and regulations, such as the U.K. Modern Slavery Act 2015, tax laws, anti-trust or competition laws, U.S., E.U. or U.N. sanctioned country or sanctioned persons mandates and consumer protection laws. Violations of these laws and regulations could result in fines, penalties and/or criminal sanctions against us, our officers or our employees and/or prohibitions on the conduct of our business. Any such violations could also result in prohibitions on our ability to offer our services in one or more countries, delay or prevent potential acquisitions, and materially damage our reputation, our brands, our global expansion efforts, our ability to attract and retain employees and business partners, our business and our operating results. Even if we comply with these laws and regulations, doing business in certain jurisdictions or violations of these laws and regulations by the accommodations, restaurants, travel service providers or other parties with whom we conduct business could harm our reputation and brands, which could adversely affect our results of operations or stock price. In addition, these restrictions may provide a competitive advantage to our competitors unless they are also subject to comparable restrictions. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. We are also subject to a variety of other regulatory, legal and public policy risks and challenges in managing an organization operating in various countries, including those related to:

•regulatory changes or other government actions;

•additional complexity to comply with regulations in multiple jurisdictions, as well as overlapping or inconsistent legal regimes, in particular with respect to tax, labor, consumer protection, digital content, advertising, promotions, privacy and anti-trust laws;

•difficulties in transferring funds from or converting currencies in certain countries;

•reduced protection for intellectual property rights in some countries; and

•changes in social or political conditions or policies relating to a wide range of sustainability topics.

Prior to the COVID-19 pandemic, our business had grown substantially over the last several years as we expanded into new geographies and added new services. In addition, we have made efforts and expect to make further efforts to integrate access to travel services across our various brands. These changes add complexity to legal and tax compliance and our internal controls, and our size and operating history may increase the likelihood that we will be subject to regulatory scrutiny or audits by tax authorities in various jurisdictions. In addition, by virtue of Booking.com's size and presence in the Netherlands, it is required to have a supervisory board to oversee the strategy and operations of Booking.com. While the existence of the supervisory board has not had a significant impact on our operations, under certain circumstances, this governance structure could require Booking.com to obtain supervisory board approval in order to take certain actions, which could result in delays or other unanticipated strategic or operational challenges.

There are various risks associated with the facilitation of payments from consumers, including risks related to fraud, compliance with evolving rules and regulations and reliance on third parties.

Our results have been and will likely continue to be negatively impacted by consumer purchases made using fraudulent credit cards, claims the consumer did not authorize the purchase or consumers who have closed bank accounts or have insufficient funds in their bank accounts to satisfy payments. We may be held liable for accepting fraudulent credit cards on our platforms or in connection with other fraudulent transactions on our platforms, as well as other payment disputes with consumers. Accordingly, we calculate and record an allowance for the resulting chargebacks. We must also continually implement and evolve measures to detect and reduce the risk of fraud, in particular as these methods become increasingly
31

sophisticated. If we are unable to successfully combat the use of fraudulent credit cards on our platforms, our business, profit margins, results of operations and financial condition could be materially adversely affected.

We believe that an important component of our future success will be our ability to offer consumers their preferred method of payment in the most efficient manner on all our platforms, and, as a result, we are processing more of our transactions on a merchant basis where we facilitate payments from travelers through the use of credit cards and other payment methods (such as PayPal, Alipay, Paytm and WeChat Pay). While processing transactions on a merchant basis allows us to process transactions for properties that do not otherwise accept credit cards and to increase our ability to offer a variety of payment methods and flexible transaction terms to consumers, we incur additional payment processing costs (which are typically higher for foreign currency transactions) and other costs related to these transactions, such as costs related to fraudulent payments and transactions and fraud detection. As we expand our payments services to consumers and business partners, in addition to the revenues from these transactions, we may experience a significant increase in these costs, and our results of operations and profit margins could be materially adversely affected, in particular if we experience a significant increase in non-variable costs related to fraudulent payments and transactions.

As a greater percentage of our transactions involve us processing payments, our global systems and processes must be managed on a larger scale, which adds complexity, administrative burdens and costs and increases the demands on our systems and controls, which could adversely affect our results of operations. In addition, as our payment processing activities continue to develop, we expect to be subject to additional regulations, including financial services regulations, which we expect to result in increased compliance costs and complexities, including those associated with the implementation of new or advanced internal controls. For example, the E.U.'s Payment Services Directive 2 has further complicated the authentication process for accepting credit cards. As a result of this directive, payments made on our platforms by consumers in the European Economic Area are subject to Strong Customer Authentication, which requires the consumer to engage in additional steps to authenticate their transaction. This new requirement could cause consumer transactions to take longer to process or otherwise inconvenience the consumer, which could result in consumers choosing not to utilize our platforms as often or at all. The implementation of this process has resulted and may continue to result in increased compliance costs and administrative burdens for us. Other new or expanded regulations that could apply to us as our payments activities evolve include those relating to money transmission licenses, anti-money laundering, card scheme associations, sanctions, banking, privacy and security of our processes, among others. Compliance with this changing regulatory environment creates significant additional compliance costs and burdens or it could lead us to modify our business plans or operations, any of which could negatively impact our business, results of operations and profit margins.

We are also subject to payment card association rules and obligations under our contracts with the card schemes and our payment card processors, including the Payment Card Industry Data Security Standard (the "Standard"). Under the Standard and these association rules and obligations, if information is compromised, we could be liable to payment card issuers for associated expenses and penalties, and in some cases, we could be restricted in our ability to accept payment cards. Under certain circumstances in our agreements with the card schemes and in relation to the Standard, we are also subject to periodic audits, self-assessments and other assessments of our compliance with the rules and obligations of the payment card associations and the Standard, which could result in additional expenses and administrative burdens. In addition, if we fail to follow payment card industry security standards, even if no consumer information is compromised, we could incur significant fines or experience a significant increase in payment card transaction costs. Additionally, compliance with the Standard may not prevent all security incidents. If we are fined or required to pay additional processing fees or if our ability to accept payment cards is restricted in any way as a result of our failure to comply with these payment card industry rules, or otherwise, it could adversely impact our business, results of operations and profit margins.

We rely on banks, card schemes and other payment processors to execute certain components of the payments process. We generally pay these third parties interchange fees and other processing and gateway fees to help facilitate payments from consumers to travel service providers. As a result, if we are unable to maintain our relationships with these third parties on favorable terms or if these fees are increased for any reason, our profit margin, business and results of operations could be harmed. Additionally, if these third parties experience service disruptions or if they cease operations (whether as a result of the COVID-19 pandemic or otherwise), consumers and travel service providers could have difficulty making or receiving payments, which could adversely impact our reputation, business and results of operations.

In addition, in the event that one of our major travel service providers voluntarily or involuntarily declares bankruptcy or otherwise ceases or limits operations, we could experience an increase in chargebacks from customers with travel reservations with such travel service provider and we could experience financial loss from certain prepayments made to such travel service provider if we are not able to recover the prepayment. The COVID-19 pandemic and its resulting impact on travel demand, the travel industry and the economy increases the risk of insolvency or disruption to the ability of our travel service providers to provide services, and in some cases, has already resulted in the insolvency or closure of travel service
32

providers. As a result, if one of our major travel service providers declares bankruptcy or ceases or limits operations or if many travel service providers declare bankruptcy or cease or limit operations, it could adversely impact our business and results of operations.

We face risks related to our intellectual property.

We regard our intellectual property as critical to our success, and we rely on domain name, trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements with our employees, travel service providers, partners and others to protect our proprietary rights. We have filed various applications for protection of certain aspects of our intellectual property in the United States and other jurisdictions, and we currently hold a number of issued patents in several jurisdictions. Further, in the future we may acquire additional patents or patent portfolios, which could require significant cash expenditures. However, we may choose not to patent or otherwise register some of our intellectual property and instead rely on trade secret or other means of protecting our intellectual property. We have licensed in the past, and may license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties, and these licensees may take actions that diminish the value of our proprietary rights or harm our reputation. We also have procured various intellectual property licenses from third parties. In addition, effective intellectual property protection may not be available in every country in which our services are made available online, particularly in certain jurisdictions in which we operate in which theft of intellectual property may be more prevalent. We may be required to expend significant time and resources to prevent infringement or to enforce our intellectual property rights.

We believe that our intellectual property rights help to protect our business. We endeavor to defend our intellectual property rights diligently, but intellectual property litigation is extremely expensive and time-consuming, and may divert managerial attention and resources from our business objectives. We may not be able to successfully defend our intellectual property rights or they may not be sufficient to effectively protect our business, which could materially adversely affect our business, brands and results of operations.

From time to time, in the ordinary course of our business, we have been subject to, and are currently subject to, legal proceedings and claims relating to the intellectual property rights of others, and we expect that third parties will continue to assert intellectual property claims, in particular patent claims, against us, particularly as we expand the complexity and scope of our business. Successful infringement claims against us could result in a significant monetary liability or prevent us from operating our business, or portions of our business, or require us to change business practices or develop non-infringing intellectual property, which could require significant effort and expense. In addition, resolution of claims may require us to obtain licenses to use intellectual property rights belonging to third parties, which may be expensive to procure, or possibly to cease using those rights altogether. Any of these events could have a material adverse effect on our business, results of operations and financial condition.

Our use of "open source" software could adversely affect our ability to protect our proprietary software and subject us to possible litigation.

We use open source software in connection with our software development. From time to time, companies that use open source software have faced claims challenging the use of open source software and/or compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming non-compliance with open source licensing terms. Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could be harmful to our business, results of operations or financial condition, and could help our competitors develop services that are similar to or better than ours.
"Cookie" laws could negatively impact the way we do business.

A "cookie" is a text file that is stored on a user's computer or mobile device. Cookies are common tools used by thousands of websites and mobile apps, including ours, to, among other things, store or gather information (e.g., remember log-on details so a user does not have to re-enter them when revisiting a website or opening an app), market to consumers and enhance the user experience. Cookies are valuable tools for platforms like ours to improve the customer experience and increase conversion. Many jurisdictions, including the European Union and more recently, California, have adopted regulations governing the use of "cookies." To the extent any such regulations require "opt-in" consent before certain cookies can be placed on a user's computer or mobile device, our ability to serve certain customers in the manner we currently do might be
33

adversely affected and our ability to continue to improve and optimize performance on our platforms might be impaired, either of which could negatively affect a consumer's experience using our services and our business, market share and results of operations. Further, any failure to comply with such regulations could result in fines and harm to our reputation.

Financial Risks

Our liquidity, credit ratings and ongoing access to capital could be materially and negatively affected by the impacts of the COVID-19 pandemic.

Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance and our credit ratings. Since the COVID-19 pandemic, there has been increased volatility in the financial and securities markets, which has generally made access to capital less certain and increased the cost of obtaining new capital. Further, if our credit ratings were to be downgraded or if financing sources were to ascribe higher risk to our rating levels, our industry or us, our access to capital and the cost of any financing would be negatively impacted. We currently have $2.0 billion available under our revolving credit facility, which provides an additional potential source of liquidity. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to our ability to borrow thereunder. In April 2020, we amended the revolving credit facility, pursuant to which the maximum leverage ratio covenant was suspended through and including the three months ending March 31, 2021, and has been replaced with a $4.5 billion minimum liquidity covenant based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility. At December 31, 2020, we were in compliance with the minimum liquidity covenant. In October 2020, we amended the revolving credit facility to extend the suspension of the maximum leverage ratio covenant and the related replacement with the minimum liquidity covenant through and including the three months ending March 31, 2022 and increase the permitted maximum leverage ratio for a period of time following the three months ending March 31, 2022. There can be no assurance that we will be able to meet either the minimum liquidity covenant or the maximum leverage ratio covenant, as applicable, at any particular time, and our ability to borrow under the revolving credit facility depends on compliance with the applicable covenant. Further, the lenders have the right to require repayment of any amounts borrowed under the facility if we are not in compliance with the applicable covenant.

There is no guarantee that additional debt financing will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding. In addition, the terms of future debt agreements could include more restrictive covenants, which could restrict our business operations. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for more information on our liquidity and capital resources.

We are exposed to fluctuations in foreign currency exchange rates.

We conduct a substantial majority of our business outside the United States but we report our results in U.S. Dollars. As a result, we face exposure to movements in foreign currency exchange rates as the financial results of our international businesses are translated from local currency (principally Euros and British Pounds Sterling) into U.S. Dollars. When the U.S. Dollar strengthens against other currencies in which we transact, as it generally did in 2015, our foreign-currency-denominated net assets, gross bookings, revenues, operating expenses and net income are lower as expressed in U.S. Dollars. When the U.S. Dollar weakens against other currencies in which we transact, as it generally did in 2017 and 2018, our foreign-currency-denominated net assets, gross bookings, revenues, operating expenses and net income are higher as expressed in U.S. Dollars. Foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in our financial results.

Recent years have seen significant volatility in the exchange rate between the Euro, the British Pound Sterling, the U.S. Dollar and other currencies. Significant fluctuations in foreign currency exchange rates can affect consumer travel behavior. For example, the strengthening of the U.S. Dollar relative to the Euro in 2015 made it more expensive for Europeans to travel to the United States. Consumers traveling from a country whose currency has weakened against other currencies may book lower ADR accommodations, choose to shorten or cancel their international travel plans or choose to travel domestically rather than internationally, any of which could adversely affect our gross bookings, revenues and results of operations, in particular when expressed in U.S. Dollars. Since the beginning of the COVID-19 pandemic, there has been an overall strengthening of the Euro and the British Pound Sterling relative to the U.S. Dollar. However, as a result of the travel restrictions and health concerns arising from the COVID-19 pandemic, we do not believe exchange rates have significantly altered consumer behavior since the pandemic began.

34

Volatility in foreign currency exchange rates and its impact on consumer behavior, which may differ across regions, make it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn makes it more difficult to manage our business and forecast our financial and operational performance.

Our stock price is highly volatile.

The market price of our common stock is highly volatile and is likely to continue to be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

•financial or operating results that vary from the expectations of securities analysts and investors or our publicly-disclosed estimates;

•quarterly variations in our financial or operating results;

•changes in expectations as to our future financial or operating performance, including estimates by securities analysts and investors or our publicly-disclosed estimates of future performance;

•worldwide economic conditions in general and in Europe in particular;

•fluctuations in foreign currency exchange rates, particularly between the U.S. Dollar and the Euro;

•changes in interest rates;

•occurrence of a significant security breach;

•announcements of technological innovations or new services by us or our competitors;

•changes in our capital structure;

•changes in market valuations of other internet or online service companies;

•announcements by us or our competitors of price reductions, promotions, significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;

•loss of a major travel service provider participant, such as a hotel chain, rental car company or airline, from our services;

•changes in the status of our intellectual property rights;

•lack of success in the expansion of our business models geographically;

•business interruptions, such as may result from natural disasters, health concerns such as the COVID-19 pandemic or other events;

•announcements by third parties of significant claims or initiation of litigation proceedings against us or adverse developments in pending proceedings;

•additions or departures of key personnel; and

•trading volume fluctuations or other market volatility.

Sales of a substantial number of shares of our common stock, including through the conversion of our convertible notes, could adversely affect the market price of our common stock by introducing a large number of sellers or short sellers to the market. Given the volatility that exists for our shares, such sales could cause the market price of our common stock to decline significantly. In addition, fluctuations in our stock price and our price-to-earnings multiple may have made or may make our stock attractive to momentum, hedge or day-trading investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction, particularly when viewed on a quarterly basis.

35

The trading prices of internet company stocks in general, including ours, have experienced extreme price and volume fluctuations. To the extent that the public's perception of the prospects of internet or e-commerce or travel companies is negative, our stock price could decline, regardless of our results. Other broad market and industry factors may decrease the market price of our common stock, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions, such as a recession, interest rate or foreign currency exchange rate fluctuations, political instability, changes in trade policy, trade disputes or a natural disaster, health concerns such as the COVID-19 pandemic, including any resurgences and the perceived pace or scale of any recovery from the pandemic, or a terrorist attack affecting a significant market for our business, such as Europe or the United States, could cause our stock price to decline. Negative market conditions could adversely affect our ability to raise additional capital or the value of our stock for purposes of acquiring other companies or businesses.

We have, in the past, been a defendant in securities class action litigation. Securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. To the extent our stock price declines or is volatile, we may in the future be the target of additional litigation. This additional litigation could result in substantial costs and divert management's attention and resources, either of which could adversely affect our business, financial condition and results of operations.

We face increased risks if the level of our debt increases.

We have a substantial amount of outstanding indebtedness and we may incur substantial additional indebtedness in the future, including through public or private offerings of debt securities. Our outstanding indebtedness and any additional indebtedness we incur may have significant consequences, which may be amplified as our cash flow and earnings have decreased as a result of the COVID-19 pandemic and which could include:

•requiring the dedication of a portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures, meeting our operating expenses, share repurchases and acquisitions;

•increased vulnerability to downturns in our business, to competitive pressures and to adverse changes in general economic and industry conditions;

•decreased or lost ability to obtain additional financing on terms acceptable to us for working capital, capital expenditures, acquisitions, share repurchases or other general corporate purposes; and

•decreased flexibility when planning for or reacting to changes in our business and industry.

Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to the rate of economic and travel industry recovery as a result of the COVID-19 pandemic, general economic conditions, industry cycles and financial, business and other factors affecting our results of operations and financial condition, many of which are beyond our control. Further, we may not have access to equity or debt markets or other sources of financing, or such financing may not be available to us on commercially reasonable terms, to repay or refinance our debt as it comes due or, in the case of our convertible notes, upon conversion.

The value of our investments could decline, which could adversely affect our financial condition and results of operations.

We maintain an investment portfolio of various holdings, types and maturities. Our portfolio typically includes marketable debt securities, equity securities of publicly-traded companies, the values of which are subject to market price volatility, and investments in private companies. Investments in government and corporate debt securities and preferred stock classified as debt securities for accounting purposes are generally classified as available-for-sale and, consequently, are recorded in our balance sheets at fair value with unrealized gains or losses, net of tax, reported in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. Credit losses on such investments are recorded in the Consolidated Statement of Operations (see Notes 2 and 5 to our Consolidated Financial Statements). Changes in the fair values of our investments in publicly-traded equity securities are recognized in the Consolidated Statement of Operations. These changes could be volatile and they have had, and are likely to continue to have, a significant impact on our quarterly net income (or loss). Our investments in equity securities (other than those classified as debt securities for accounting purposes) of private companies are primarily 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, with changes in value also recognized in the Consolidated Statement of Operations (see Notes 2 and 5 to our Consolidated Financial Statements).
36


We have invested in Trip.com Group convertible notes. We have also invested in other Chinese internet companies (i.e., Meituan and Didi Chuxing). See Notes 5 and 6 to our Consolidated Financial Statements for more information regarding our investments in Trip.com Group, Meituan and Didi Chuxing securities. The value of these securities is subject to the risks associated with Trip.com Group's, Meituan's and Didi Chuxing's respective businesses, as well as any changes by the Chinese government in foreign investment laws or elevated scrutiny or regulation of foreign investments in Chinese companies. For example, Trip.com Group is a Cayman Islands company operating in China through what is commonly referred to as a variable interest entity, or VIE, structure where it conducts part of its business through contractual relationships with affiliated Chinese entities. Although VIE structures are commonly used by Chinese internet and e-commerce companies, there are substantial uncertainties regarding the interpretation and application of People's Republic of China ("PRC") laws and regulations to VIE structures, and it is possible that the PRC government may view the VIE structure as a violation of PRC law. VIE contractual relationships are not as effective in providing control over the affiliated Chinese companies as direct ownership, and Trip.com Group would have to rely on the PRC legal system to enforce those contracts in the event of a breach by one of these entities. Further, conflicts of interest could arise to the extent Trip.com Group's officers or directors are also shareholders, officers or directors of the affiliated Chinese entities. Any of these risks could materially and adversely affect Trip.com Group's business and therefore the value of our investment in Trip.com Group. Similar VIE-structure considerations and risks apply with respect to our investments in securities of Meituan and Didi Chuxing, each of which is a Cayman Islands company operating in China through a VIE structure.
Our investments in private companies are inherently risky in that such companies are typically at an early stage of development, may have no or limited revenues, may not be or ever become profitable, may not be able to secure additional funding or their technologies, services or products may not be successfully developed or introduced to the market. Further, our ability to liquidate any such investments is typically dependent on a liquidity event, such as a public offering or acquisition, as no public market exists for such securities. Valuations of privately-held companies are inherently complex and uncertain due to the lack of a liquid market for such securities. If we determine that any of our equity investments in such companies have experienced a decline in value, we are required to recognize the change in net income. For example, in the first quarter of 2020, we recognized an impairment of $100 million related to our investment in Didi Chuxing that resulted from the negative impact of the COVID-19 pandemic on Didi Chuxing's business. For investments classified as debt securities, any decline in value attributed to credit losses is also recognized in the Consolidated Statements of Operations.

We could lose the full amount of any of our investments, and any impairment of our investments have previously and could in the future have a material adverse effect on our financial condition and results of operations.

Item 1B.  Unresolved Staff Comments
 
None.
 
Item 2.  Properties
 
    We lease office space facilities for our corporate headquarters in Norwalk, Connecticut, United States of America. We lease additional space, including office space and data center facilities in various locations around the world, to support our operations, the largest being the headquarters of our Booking.com business in Amsterdam, Netherlands. Other than the office building for the future headquarters of Booking.com that is currently under construction in the Netherlands (see the section "Building Construction" within Note 16 to our Consolidated Financial Statements for more details, which is incorporated into this Item 2 by reference thereto), we did not own any real estate at December 31, 2020.
 
We believe that our existing facilities are adequate to meet our current requirements, and that suitable additional or substitute space will be available as needed to accommodate any further expansion of corporate operations. Due to the impact of the COVID-19 pandemic on our business volumes, we took actions to reduce the size of our workforce to optimize efficiency and reduce costs. As a result of such actions, we have made and expect to make further changes to our facilities requirements.

Item 3.  Legal Proceedings
 
A description of any material legal proceedings to which we are a party is included in Note 16 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, 2020, and is incorporated into this Item 3 by reference thereto.

37

Item 4.  Mine Safety Disclosures
 
Not applicable.


PART II
 

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Common Stock
 
Our common stock is quoted on the NASDAQ Global Select Market under the symbol "BKNG."
 
Holders
 
At February 17, 2021, there were approximately 157 shareholders of record of Booking Holdings Inc.'s common stock.
 
Dividend Policy
 
We have not declared or paid any cash dividends on our capital stock since our inception and do not expect to pay any cash dividends for the foreseeable future. Our revolving credit facility includes a covenant that restricts us from declaring or making any cash distribution or repurchasing any of our shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, we have at least $6.0 billion of liquidity on a pro forma basis and (ii) after the delivery of financial statements for the three months ending June 30, 2022, we are in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or we have the ability to terminate this restriction earlier if we demonstrate compliance with the original maximum leverage ratio covenant in the revolving credit facility. See Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.

Performance Measurement Comparison

The following graph shows the total stockholder return through December 31, 2020 of an investment of $100 in cash on December 31, 2015 for our common stock and an investment of $100 in cash on December 31, 2015 for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index and (iii) the Research Data Group ("RDG") Internet Composite Index. The RDG Internet Composite Index is an index of stocks representing the internet industry, including internet software and service companies and e-commerce companies. Historic stock performance is not necessarily indicative of future stock price
38

performance.  All values assume reinvestment of the full amount of all dividends and are calculated as of the last day of each month:

bkng-20201231_g2.jpg

Measurement Point
December 31		Booking Holdings Inc.NASDAQ
Composite Index		S&P 500
Index		RDG Internet
Composite
2015100.00 100.00 100.00 100.00 
2016114.99 108.87 111.96 104.75 
2017136.30 141.13 136.40 157.67 
2018135.10 137.12 130.42 156.03 
2019161.08 187.44 171.49 207.10 
2020174.69 271.64 203.04 318.18 
39

Issuer Purchases of Equity Securities
 
The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, 2020:


ISSUER PURCHASES OF EQUITY SECURITIES
 

PeriodTotal Number
of Shares (or
Units) Purchased		 Average
Price Paid per
Share (or Unit)		Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs		Maximum 
Number (or
Approximate Dollar Value)
of Shares (or Units) 
that May
Yet Be Purchased 
Under the
Plans or Programs		 
     
October 1, 2020 —— 
(1)
N/A— $10,420,229,500 
(1)
October 31, 2020249 
(2)
$1,698.37 N/AN/A
 —   
November 1, 2020 —— 
(1)
N/A— $10,420,229,500 
(1)
November 30, 20201,940 
(2)
$1,988.07 N/AN/A
    
December 1, 2020 —— 
(1)
N/A— $10,420,229,500 
(1)
December 31, 2020291 
(2)
$1,930.59 N/AN/A
Total2,480 $1,952.24 — $10,420,229,500  

(1)     Pursuant to a stock repurchase program announced on May 9, 2019, whereby we are authorized to repurchase up to $15.0 billion of our common stock.
(2)    Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation. The table above does not include adjustments in the three months ended December 31, 2020 to previously withheld share amounts (reduction of 26 shares) that reflect changes to the estimates of employee tax withholding obligations.


Item 6.  Selected Financial Data
 
On November 19, 2020, the SEC issued final rules to amend Regulation S-K. These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021 and early adoption is permitted. We elected to adopt the amendments to Item 301 of Regulation S-K in their entirety, which removed the requirement to furnish selected financial data for each of the last five fiscal years.
40

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our Consolidated Financial Statements, including the notes to those statements, included elsewhere in this Annual Report on Form 10-K, and the Section entitled "Special Note Regarding Forward-Looking Statements" in this Annual Report on Form 10-K.  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 "Risk Factors" and elsewhere in this Annual Report on Form 10-K.

We evaluate certain operating and financial measures on both an as-reported and constant-currency basis. We calculate constant currency by converting our current-year period operating and financial results for transactions recorded in currencies other than U.S. Dollars using the corresponding prior-year period monthly average exchange rates rather than the current-year period monthly average exchange rates.

Overview

Our mission is to make it easier for everyone to experience the world. We seek to empower people to cut through travel barriers, such as money, time, language and overwhelming options, so they can use our services to easily and confidently go where they want to go, stay where they want to stay, dine where they want to dine, pay how they want to pay and experience what they want to experience. We connect consumers wishing to make travel reservations with providers of travel services around the world through our online platforms. Through one or more of our brands, consumers can: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties); make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a flight, cruise, vacation package, tour or activity. Consumers can also use our meta-search services to easily compare travel reservation information, such as airline ticket, hotel reservation and rental car reservation information, from hundreds of online travel platforms at once. In addition, we offer various other services to consumers and partners, such as certain travel-related insurance products and restaurant management services to restaurants.

    We offer these services through six primary consumer-facing brands: Booking.com, Priceline, agoda, Rentalcars.com, KAYAK and OpenTable. While historically our brands operated on a largely independent basis and many of them focused on a particular service (e.g., accommodation reservations) or geography, we are increasing the collaboration, cooperation and interdependency among our brands in our efforts to provide consumers with the best and most comprehensive services. We also seek to maximize the benefits of our scale by sharing resources and technological innovations, co-developing new services and coordinating activities in key markets among our brands. For example, Booking.com, the world’s leading brand for booking online accommodation reservations (based on room nights booked), offers rental car and other ground transportation services, flights, tours and activities reservations, restaurant reservations and other services, many of which are supported by our other brands. Similarly, hotel reservations available through Booking.com are also generally available through agoda and Priceline. See Note 2 to the Consolidated Financial Statements - Segment Reporting for information on our operating segments.

    We refer to our company and all of our subsidiaries and brands collectively as "Booking Holdings," the "Company," "we," "our" or "us."

    Our business is driven primarily by international results, which consist of the results of Booking.com, agoda and Rentalcars.com in their entirety and the international businesses of KAYAK and OpenTable. This classification is independent of where the consumer resides, where the consumer is physically located while using our 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 our international results. In 2020, our international business (the substantial majority of which is generated by Booking.com) represented approximately 88% of our consolidated revenues. A significant majority of our revenues, including a significant majority of our international revenues, is earned in connection with facilitating accommodation reservations. See Note 18 to the Consolidated Financial Statements for more geographic information.

    We derive substantially all of our revenues from enabling consumers to make travel service reservations. We also earn revenues from credit card processing rebates and customer processing fees, advertising services, restaurant reservations and restaurant management services, and various other services, such as travel-related insurance revenues.

41

Trends

In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. These government mandates have forced many of the partners on whom our business relies, including hotels and other accommodation providers, airlines and restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and our workforce, operations and customers. The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. Our financial results and prospects are almost entirely dependent on the sale of travel-related services. Our results for the year ended December 31, 2020 have been materially and negatively impacted, with a material decline in gross travel bookings, room nights booked, total revenues, net income and cash flow from operations as compared to the year ended December 31, 2019. Newly-booked room night reservations, excluding the impact of cancellations, declined rapidly as the COVID-19 pandemic spread in the first quarter and the beginning of the second quarter of 2020, but then steadily improved through the end of the second quarter and into the summer travel period in the third quarter of 2020. However, in the fourth quarter of 2020, we saw an increased decline in newly-booked room night reservations, due in part to increased COVID-19 case counts and reimposed or additional government-imposed travel restrictions, particularly in Europe. In September 2020, a variant of COVID-19 that spreads more easily and quickly than other variants was first discovered in the United Kingdom, and has since spread across the country and to other countries, including the United States and in Europe. Another variant of COVID-19 that also appears to spread more easily and quickly than other variants was detected in South Africa in October 2020. In the fourth quarter of 2020, multiple COVID-19 vaccines were approved for widespread distribution throughout various parts of the world, including the United States and in Europe. While this news is encouraging, it is still unknown when these vaccines will be available to broader populations and whether they will be as effective against variants of COVID-19, including the variants mentioned above. We believe that as effective vaccines become widely distributed, people will feel it is safe to travel again and government restrictions will be relaxed, although the timing remains uncertain.

Since April 2020, we have seen a substantial year-over-year increase in the share of newly booked room nights booked for domestic travel (travelers booking a stay within their own country) while bookings for international travel have remained very limited throughout the pandemic. Over this same time period, we have seen a year-over-year increase in the share of our newly-booked room nights made on a mobile device. Also, while we saw an increase in the share of newly-booked room nights for alternative accommodation properties in the early months of the pandemic, more recently the share has been consistent with pre-pandemic levels. In addition, we have observed an improvement in cancellation rates since the high in April, though we have seen additional periods of highly elevated cancellation rates typically coinciding with newly imposed travel restrictions. The overall improvement in cancellation rates since April benefits our room nights booked including cancellations but does not impact newly-booked room nights.

Our revenue decline in 2020 was impacted to a greater extent than newly-booked room night growth due to the impact of higher cancellations and lower accommodation average daily rates ("ADRs") as compared to 2019. We expect to continue to see severely reduced new travel and restaurant reservation bookings as compared to 2019 levels for the foreseeable future, which will have a materially adverse impact on our business, financial condition, results of operations and cash flows. Further, given the volatility in the global travel industry and the financial difficulties faced by many of our travel service provider and restaurant partners, we have increased our provision for expected credit losses on receivables from and cash advances made to our travel service provider and restaurant partners.

Due to the uncertain and rapidly evolving nature of current conditions around the world, we are unable to predict accurately the impact that the COVID-19 pandemic will have on our business going forward. The approval and distribution of COVID-19 vaccines throughout the world is encouraging, however, the COVID-19 pandemic continues to impact global travel and travel restrictions remain in place, particularly in Europe. In the fourth quarter of 2020, we saw room nights decline further, as well as an increase in cancellation rates, in each case as compared to the third quarter of 2020. In January 2021, room nights declined slightly more than the decline in the fourth quarter of 2020, however, we have seen some improvement in these booking trends in recent weeks. If these recent trends were to continue, we currently expect that room nights and gross bookings in the first quarter of 2021 will decline relative to the first quarter of 2019 by a few percentage points less than those metrics declined in the fourth quarter of 2020 relative to the fourth quarter of 2019. We currently expect revenue in the first quarter of 2021 to decline by a similar amount as our expected decline in gross bookings in the first quarter of 2021, both relative to the first quarter of 2019. The comparison of the first quarter of 2021 to the first quarter of 2019 avoids the distortion created from comparing to the initial spread of the COVID-19 pandemic late in the first quarter of 2020. In addition, we
42

currently expect that we will experience a greater operating loss in the first quarter of 2021 as compared to the fourth quarter of 2020. With the continued spread of COVID-19 throughout the world, we expect the pandemic and its effects to continue to have a significant adverse impact on our business for the duration of the pandemic, during any resurgences of the pandemic and during the subsequent economic recovery, which could be an extended period of time. For more information, see Part II, Item 1A, Risk Factors - "The COVID-19 pandemic has materially adversely affected, and may further adversely impact, our business and financial performance."    

In response to the COVID-19 pandemic, we have taken and are taking various actions to address the impact of the pandemic on our business. Among other actions, we have:

•Raised $4.1 billion in debt and negotiated amendments to our revolving credit facility to provide additional financial flexibility
•Undertaken restructuring activities at all of our brands
•Participated in certain government aid programs, including employee wage support programs
•Suspended general share repurchases
•Eliminated non-essential business travel
•Canceled internal company events and offsites
•Significantly reduced marketing spend worldwide
•Implemented a general temporary company-wide hiring freeze for much of 2020
•Sold investments in government debt securities, corporate debt securities and Trip.com Group American Depositary
Shares ("ADSs")

Further, our Chief Executive Officer and the Chief Executive Officers of our brands voluntarily declined their salaries, certain other senior managers voluntarily reduced their salaries and our non-employee Directors voluntarily waived their cash fees for most of 2020.

In response to the reduction in our business volumes as a result of the impact of the COVID-19 pandemic, during the year ended December 31, 2020, we took actions at all of our brands to reduce the size of our workforce to optimize efficiency and reduce costs, which we expect to result in annualized cost savings of approximately $370 million in personnel-related expenses. In addition to the restructuring expenses recorded during the year ended December 31, 2020 and included in “Restructuring and other exit costs” in the Consolidated Statements of Operations, we estimate that we will record approximately $40 million of additional restructuring expenses in early 2021 (see Note 20 to our Consolidated Financial Statements). Our headcount decreased 23% year-over-year as of December 31, 2020, primarily due to the restructuring activities and attrition.

We have also been working with travelers and our travel service provider partners to deal with reservation cancellations and other disruptions arising from the impact of the pandemic. For example, when the pandemic started, Booking.com committed to allow cancellations of certain non-refundable bookings that were impacted by government travel restrictions and OpenTable has waived fees payable by restaurants for diners seated through OpenTable's online reservation service and subscription fees for many restaurants. The impacts of the COVID-19 pandemic are wide-ranging and affect all aspects of our business. As a result, the pandemic has negatively affected our financial results and condition as described throughout this Annual Report on Form 10-K. We anticipate that we will continue to make decisions and take actions to address the impacts of the pandemic on our business, including additional efforts to reduce costs while preserving our ability to offer valuable services to consumers and partners when the industry recovers. The full impact of the pandemic on our business is impossible to predict, and therefore we may recognize additional negative impacts to our operating results and financial condition in future periods as a result of the pandemic.

Certain governments have passed or are considering modifying legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. We have participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. In addition, certain governments have extended support for the travel and tourism industry through special programs whereby discounts are extended to travelers through travel service providers or through travel agents for reservations facilitated by them. We have participated in Japan's Go To Travel program and Thailand's We Travel Together program.

43

Prior to the COVID-19 pandemic, we experienced many years of significant growth in our accommodation reservation services. We believe this growth was the result of, among other things, the broader shift of travel purchases from offline to online, the widespread adoption of mobile devices and the growth of travel overall. We also believe this growth was the result of the continued innovation and execution by our teams around the world to increase the number and the variety of accommodations we offer consumers, increase and improve content, build distribution and improve the consumer experience on our online platforms, as well as consistently and effectively marketing our brands through performance and brand marketing efforts. Prior to the COVID-19 pandemic, these year-over-year growth rates generally decelerated due to the size of our accommodation reservation business and the generally slowing growth rate of the online travel market. As the travel market recovers from the impact of the COVID-19 pandemic, we expect to see higher than pre-COVID-19 pandemic growth rates until we return to the level of travel market demand that we observed prior to the COVID-19 pandemic, after which we expect prior trends to generally resume.

We are a global business, and online travel growth rates vary across the world depending on numerous factors, including local and regional economic conditions, individual disposable income, access to the internet and adoption of e-commerce. Over the last several years, and prior to the COVID-19 pandemic, online travel growth rates had generally slowed in markets such as North America and Europe where online activity was high and consumers had been engaging in e-commerce transactions for many years, while online travel growth rates remained relatively high in markets such as Asia-Pacific where incomes were rising more quickly and the increased availability and use of mobile devices had accelerated the growth of internet usage and travel e-commerce transactions. Over the long term, we expect the broader global economy and online travel market to recover from the COVID-19 pandemic, and following the recovery of the travel industry to the level of pre-COVID-19 pandemic demand, we would expect online travel growth rates will slow as markets continue to mature. However, we believe that the opportunity to grow our business beyond pre-COVID-19 pandemic levels exists for the markets in which we operate, including in both mature and less mature markets. Further, we believe that this opportunity for growth exists because we believe we provide significant value to travel service providers, regardless of size or geography, due to our global reach and marketing expertise. For example, we believe that accommodation providers of all sizes, from large hotel chains to small, independent hotels and alternative accommodations such as homes and apartments, benefit from using our services, which enable them to reach a broader audience of potential customers.

Historically, our growth has primarily been generated by the worldwide accommodation reservation business of Booking.com, which is our most significant brand, and has been due, in part, to the availability of a large number of properties through Booking.com. Booking.com included approximately 2,373,000 properties on its website at December 31, 2020, consisting of approximately 434,000 hotels, motels and resorts and approximately 1,939,000 homes, apartments and other unique places to stay, compared to approximately 2,580,000 properties (including approximately 460,000 hotels, motels and resorts and approximately 2,120,000 homes, apartments, and other unique places to stay) at December 31, 2019. Booking.com categorizes properties listed on its website as either (a) hotels, motels and resorts, which groups together more traditional accommodation types (including hostels and inns), or (b) homes, apartments and other unique places to stay, also referred to as alternative accommodations, which encompasses all other types of accommodations, including bed and breakfasts, villas, apart-hotels and beyond.

We intend to continue to improve the accommodation choices available for reservation on our platforms, however, the number of accommodations on our platforms may vary in part as a result of removing accommodations from time to time. At December 31, 2020, we saw a year-over-year decrease in the number of properties on Booking.com’s website, as compared to December 31, 2019, driven by an elevated number of accommodations removed from the platform due primarily to the properties not providing availability on our platforms, non-payment of invoices, or property closures. We have continued to see a year-over-year increase in the number of accommodations removed from our platform during the COVID-19 pandemic, and we expect to see further accommodation removals in the future due to increases in property closures or changes in ownership.

Many of the newer accommodations we add to our travel reservation services, especially in highly-penetrated markets, may have fewer rooms or higher credit risk and may appeal to a smaller subset of consumers (e.g., hostels and bed and breakfasts). Because alternative accommodations are often either a single unit or a small collection of independent units, these properties generally represent more limited booking opportunities than hotels, motels and resorts, which generally have more units to rent per property. Further, alternative accommodations in general may be subject to increased seasonality due to local tourism seasons or other factors or may not be available at peak times due to use by the property owners. We may also experience lower profit margins with respect to these properties due to certain additional costs, such as increased customer service costs, related to offering these accommodations on our platforms. As our alternative accommodation business has grown, these different characteristics have negatively impacted our profit margins and we expect this trend to continue. Further, to the extent that these properties represent an increasing percentage of the properties on our platforms, the number of reservations per property will likely continue to decrease since alternative accommodation properties typically have fewer
44

booking opportunities per property. We believe that continuing to improve the choices of accommodations available through our services, in particular Booking.com, will help us to continue to grow our accommodation reservation business.

We are constantly innovating to grow our business by, among other things, providing a best-in-class user experience with intuitive, easy-to-use online platforms (i.e., websites and mobile apps) to ensure that we are meeting the needs of online consumers while aiming to exceed their expectations. As part of these ongoing efforts, we have a long-term strategy to build a more integrated offering of multiple elements of travel, which we refer to as the "Connected Trip", and we expect these efforts to increase room night growth and revenue growth over time. Although we expect our efforts to build the Connected Trip will increase revenue growth over time, we may see a negative impact on our operating margins in the near term as we incur the expenses associated with these investments. Further, to the extent our non-accommodation services grow faster than our accommodation services, whether as part of the Connected Trip or otherwise, our operating margins may be negatively affected if we experience an increasing mix of revenues from lower-margin services.

As part of our strategy to provide more payment options to consumers and travel service providers, increase the number and variety of accommodations available on Booking.com and enable the growth of our in-destination activities businesses, Booking.com is increasingly processing transactions on a merchant basis, where it facilitates payments from travelers for the services provided. This allows Booking.com to process transactions for travel service providers and to increase its ability to offer secure and flexible transaction terms to consumers, such as the form and timing of payment. We believe that adding these types of service offerings will benefit consumers and travel service providers, as well as our gross bookings, room night and earnings growth rates. However, this results in additional expenses for personnel, payment processing, customer chargebacks (including those related to fraud) and other expenses related to these transactions, which are recorded in "Personnel" and "Sales and other expenses" in our Consolidated Statements of Operations, as well as associated incremental revenues in the form of credit card rebates, for example, which are recorded in "Merchant revenues." To the extent more of our business is generated on a merchant basis, we will incur a greater level of these merchant-related expenses, which would negatively impact our operating margins despite increases in associated incremental revenues. Components of revenues and expenses related to our merchant business may be recognized in different periods. These timing factors could impact our operating margins as well as the relationship between our gross bookings and revenues in a particular period, especially as our merchant business increases as a percentage of our overall business.

We compete globally with both online and traditional providers of travel and restaurant reservation and related services. The markets for the services we offer are intensely competitive, constantly evolving and subject to rapid change, and current and new competitors can launch new services at relatively low cost. Some of our current and potential competitors, such as Google, Apple, Alibaba, Tencent, Amazon and Facebook, have significantly more customers or users, consumer data and financial and other resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable them to compete more effectively with us. For example, Google has entered various aspects of the online travel market and has grown rapidly in this area, including by offering a flight meta-search product (Google Flights), a hotel meta-search product (Google Hotel Ads), a vacation rental meta-search product, its "Book on Google" reservation functionality, Google Travel, a planning tool that aggregates its flight, hotel and packages products in one website and by integrating its hotel meta-search products and restaurant information and reservation products into its Google Maps app. Moreover, as the economy and the travel industry recover from the impact of the COVID-19 pandemic, the structure of the travel industry could change in unexpected ways, which could advantage or disadvantage us and benefit certain of our existing competitors or new entrants. As a result, our historical strengths may not provide the competitive advantages that they did prior to the pandemic. If we are unable to successfully adapt to any changes in how the travel industry operates or to changes in the ways in which consumers purchase travel services, our ability to compete, and therefore our business and results of operations, would be adversely affected.

Our markets are also subject to rapidly changing conditions, including technological developments, consumer behavior changes, regulatory changes and travel service provider consolidation. We expect these trends to continue. For example, we have experienced a significant shift of both direct and indirect business to mobile platforms and our advertising partners are also seeing a rapid shift of traffic to mobile platforms. In addition, the revenue earned on a mobile transaction may be less than a typical desktop transaction due to different consumer purchasing patterns. For example, accommodation reservations made on a mobile device typically are for shorter lengths of stay, have lower accommodation ADRs and are not made as far in advance. We observed an increasingly higher share of our newly-booked room nights made on a mobile device throughout 2020, as compared to the corresponding periods in 2019. For more detail regarding the competitive trends and risks we face, see Part I, Item 1, Business - "Competition," Part I, Item 1A, Risk Factors - "Intense competition could reduce our market share and harm our financial performance." and "Consumer adoption and use of mobile devices creates challenges and may enable device companies such as Google and Apple to compete directly with us." and "We may not be able to keep up with rapid technological or other market changes."

45

Although we believe that providing an extensive collection of properties, excellent customer service and an intuitive, easy-to-use consumer experience are important factors influencing a consumer's decision to make a reservation, for many consumers, particularly in certain markets, the price of the travel service is the primary factor determining whether a consumer will book a reservation. As a result, it is increasingly important to offer travel services, such as accommodation reservations, at competitive prices, whether through discounts, coupons, closed-user group rates or loyalty programs, or otherwise. These initiatives have resulted and in the future may result in lower ADRs and lower revenue as a percentage of gross bookings. Discounting and couponing coupled with a high degree of consumer shopping behavior is particularly common in Asian markets. In some cases, our competitors are willing to make little or no profit on a transaction, or offer travel services at a loss, in order to gain market share.

We have experienced a meaningful decline in constant-currency accommodation ADRs since the outbreak of the COVID-19 pandemic and it is uncertain how long the COVID-19 pandemic will impact our ADRs. These declining ADR trends have resulted in and may continue to result in our gross bookings growing at a lower rate of growth than our accommodation room nights. Prior to the outbreak, we observed a trend of declining constant-currency accommodation ADRs. We believe the trend of declining ADRs, observed prior to the outbreak, was partially driven by the negative impact of the changing geographical mix of our business (e.g., lower ADR regions like Asia-Pacific are generally growing faster than higher ADR regions like Western Europe) as well as pricing pressures within local markets from time to time which resulted from competitive conditions, weakening economic conditions or changes in travel patterns. As the travel market recovers from the impact of the COVID-19 pandemic, we expect travel industry ADRs generally to increase and, as a result, we expect our ADRs similarly to increase during the recovery, however, it is uncertain whether industry ADRs will improve at the same pace as travel demand. In addition, we expect the ADR trends we observed before the COVID-19 pandemic will generally resume after the recovery, which would negatively pressure our ADRs, however, there may also be periods of stable or increasing ADRs.

We have established widely used and recognized e-commerce brands through marketing and promotional campaigns. Historically, our marketing expenses increased significantly, however, we experienced more moderate growth rates in recent years, and since the COVID-19 pandemic, our marketing expenses have declined significantly. Our marketing expense is comprised of performance marketing and brand marketing expenses. Our performance marketing expense, which represents a substantial majority of our marketing expense, is primarily related to the use of online search engines (primarily Google), meta-search and travel research services and affiliate marketing to generate traffic to our websites. Our brand marketing expense is primarily related to costs associated with producing and airing television advertising, online video advertising (for example, on YouTube and Facebook), online display advertising and other brand marketing. Total marketing expenses were $2.2 billion and $5.0 billion for the years ended December 31, 2020 and 2019, respectively. We expect that our marketing expenses in 2021 will remain significantly below 2019 levels.

Marketing efficiency, expressed as marketing expense as a percentage of total revenues, is impacted by a number of factors that are subject to variability and that are, in some cases, outside of our control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert paid traffic to booking customers, the timing difference between when revenue is recognized and when marketing expense is recorded, the timing and effectiveness of our brand marketing campaigns and the extent to which consumers come directly to our platforms for bookings. For example, competition for desired rankings in search results and/or a decline in ad clicks by consumers could increase our costs per click and reduce our marketing efficiency. Changes by Google or any of our other search or meta-search partners in how it presents travel search results, including, if applicable, by placing its own offerings at or near the top of search results, or the manner in which it conducts the auction for placement among search results may be competitively disadvantageous to us and may impact our ability to efficiently generate traffic to our websites.

We have observed a long-term trend of decreasing performance marketing returns on investment ("ROIs"), however, in recent years, we observed periods of stable or increasing ROIs. During the first several months of the COVID-19 pandemic, we experienced large year-over-year declines in ROIs driven by a significant increase in cancellation rates. While we have observed year-over-year decreases in ROIs for the year ended December 31, 2020, ROIs have improved since the early months of the pandemic, though we expect volatility in our ROIs for the duration of the pandemic. When evaluating our performance marketing spend, we typically consider several factors for each channel, such as the customer experience on the advertising platform, the incrementality of the traffic we receive and the anticipated repeat rate from a particular platform, as well as other factors. However, with the significant decrease in demand due to the COVID-19 pandemic, our performance marketing spend is highly influenced by expected cancellation rates in addition to the other factors listed above. The amount of business we obtain through each performance marketing channel is impacted by numerous factors, including the level of consumer demand for travel, bidding decisions by us and our competitors (including decisions to optimize performance marketing ROIs) and the marketing efforts and success of those channels to attract consumers and generate demand. See Part I, Item 1A, Risk Factors - "We rely on marketing channels to generate a significant amount of traffic to our platforms and grow our business." and "Our
46

business could be negatively affected by changes in online search and meta-search algorithms and dynamics or traffic-generating arrangements."

In recent years, we experienced significant increases in our cancellation rates, which negatively affected our marketing efficiency and results of operations. However, from the third quarter of 2018 until the fourth quarter of 2019, our cancellation rates generally decreased, which benefited our marketing efficiency and results of operations. Since the COVID-19 pandemic we have experienced unprecedented increases in cancellation rates, which negatively impacted our marketing efficiency and results of operations. For example, increased cancellations, especially early in the pandemic, have resulted in increased customer service costs, as well as higher than normal cash outlays to refund consumers for prepaid reservations. However, in the second and third quarters of 2020, we saw a steady improvement in cancellation rates, which trended towards levels that we observed prior to the COVID-19 pandemic. In the fourth quarter of 2020, we saw a reversal of the improving cancellation rate trend. We expect to continue to see volatility in cancellation rates due to any resurgences of the pandemic leading to reinstituted or additional travel restrictions, shelter-in-place rules and reduced willingness to travel. Further, in the fourth quarter of 2020, a higher share of our newly-booked room night reservations were made with flexible cancellation policies, as compared to the corresponding period in 2019, which could result in higher than normal cancellation rates in future quarters.

Perceived or actual adverse economic conditions, including slow, slowing or negative economic growth, high or rising unemployment rates, inflation and weakening currencies, and concerns over government responses such as higher taxes or tariffs and reduced government spending have impaired and could, in the future, impair consumer spending and adversely affect travel demand. We expect the lingering concerns of consumers around the safety of traveling as well as reduced discretionary incomes could negatively impact leisure travel demand for an extended period of time. Further, political uncertainty, conditions or events, such as the variety of measures implemented by many governments around the world to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses can also negatively affect consumer spending and adversely affect travel demand. At times, we have experienced volatility in transaction growth rates, increased cancellation rates and weaker trends in ADRs across many regions of the world, particularly in those countries that appear to be most affected by economic and political uncertainties, which we believe are due at least in part to these macro-economic conditions and concerns. For more detail, see Part I, Item 1A, Risk Factors - "The COVID-19 pandemic has materially adversely affected, and may further adversely impact, our business and financial performance" and "Declines or disruptions in the travel industry could adversely affect our business and financial performance."

These and other macro-economic uncertainties, such as geopolitical tensions and differing central bank monetary policies, have led to periods of significant volatility in the exchange rates between the U.S. Dollar and the Euro, the British Pound Sterling and other currencies. Significant fluctuations in foreign currency exchange rates, stock markets and oil prices can also impact consumer travel behavior.
As noted earlier, our international business represents a substantial majority of our financial results. Therefore, because we report our results in U.S. Dollars, we face exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our international businesses are translated from local currency (principally Euros and British Pounds Sterling) into U.S. Dollars. As a result, both the absolute amounts of and percentage changes in our foreign-currency-denominated net assets, gross bookings, revenues, operating expenses and net income as expressed in U.S. Dollars are affected by foreign currency exchange rate changes. However, for the year ended December 31, 2020, movements in foreign currency exchange rates had little to no impact on our performance metrics and financial results.  Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations. We designate certain portions of the aggregate principal value of our Euro-denominated debt as a hedge against the impact of foreign currency exchange rate fluctuations on the net assets of one of our Euro functional currency subsidiaries. Foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument for accounting purposes are recognized in "Other income (expense), net" in the Consolidated Statements of Operations (see Note 12 to our Consolidated Financial Statements). Such foreign currency transaction gains or losses are dependent on the amount of net assets of the Euro functional currency subsidiary, the amount of the Euro-denominated debt that is designated as a hedge and fluctuations in foreign currency exchange rates. For more information, see Part I, Item 1A, Risk Factors - "We are exposed to fluctuations in foreign currency exchange rates."

We generally enter into derivative instruments to minimize the impact of foreign currency exchange rate fluctuations on our transactional balances denominated in currencies other than the functional currency. In periods prior to the second quarter of 2020, we also entered into derivative instruments to minimize the impact of short-term foreign currency exchange rate fluctuations on the translation of our consolidated operating results into U.S. Dollars. However, these instruments were short-term in nature and not designed to hedge against currency fluctuations that could impact growth rates for our gross bookings or revenues. Since the first quarter of 2020, we have not entered into such derivative instruments as the impact of the
47

COVID-19 pandemic on our operating results are highly uncertain. We will continue to evaluate the use of derivative instruments in the future. See Note 6 to our Consolidated Financial Statements for additional information related to our derivative contracts.

Many taxing authorities are increasingly focused on ways to increase tax revenues and have targeted large multinational technology companies in these efforts.  As a result, many countries have implemented or are considering the adoption of a digital services tax that imposes a tax on revenue earned from digital advertisements and the use of online platforms, even when there is no physical presence in the jurisdiction.  Currently, rates for this tax range from 1.5% to 7.5% of revenue deemed generated in the jurisdiction. The digital services taxes currently in effect, which we record in "General and administrative" expense in Consolidated Statements of Operations, have negatively impacted our results of operations and if many other countries pass similar legislation, the collective impact of all of these measures could have a materially adverse impact on our results of operations and cash flows. For more information, see Part I, Item 1A, Risk Factors - "We may have exposure to additional tax liabilities."

Many national governments have conducted or are conducting investigations into competitive practices within the online travel industry, and we may be involved or affected by such investigations and their results. Some countries have adopted or proposed legislation that could also affect business practices within the online travel industry. For example, France, Italy, Belgium and Austria have passed legislation prohibiting parity contract clauses in their entirety. Also, a number of governments are investigating or conducting information-gathering exercises with respect to compliance by online travel companies ("OTCs") with consumer protection laws, including practices related to the display of search results and search ranking algorithms, claims regarding discounts, disclosure of charges and availability, and similar messaging. In December 2020, the European Commission proposed the Digital Markets Act and the Digital Services Act, which are expected to give regulators more instruments to investigate digital businesses and impose new rules on certain digital platforms if they are determined to be "gatekeepers." The proposed legislation is not final and it is not known what the laws will look like in their final forms if adopted. If the regulators were to determine that we are a gatekeeper under the proposed legislation, we could be subject to additional rules and regulations not applicable to all our competitors and our business could be harmed. For more information on these investigations and their potential effects on our business, see Note 16 to our Consolidated Financial Statements and Part I, Item 1A, Risk Factors - "Our business is subject to various competition/anti-trust, consumer protection and online commerce laws, rules and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify." In addition to the price parity and consumer protection investigations, from time to time national competition authorities, other governmental agencies, trade associations and private parties take legal actions, including commencing legal proceedings, that may affect our operations.  In general, increased regulatory focus on online businesses, including online travel businesses like ours, could result in increased compliance costs or otherwise adversely affect our business.

Seasonality and Other Timing Factors

In recent years, the majority of our gross bookings have been generated in the first half of the year, as consumers planned and reserved their spring and summer vacations in Europe and North America. However, we would generally recognize revenue from these bookings when the travel begins (at "check-in"), which can be in a quarter other than when the associated reservations are booked. In contrast, we expensed the substantial majority of our marketing activities as the expense is incurred, which, in the case of marketing in particular, is typically in the quarter in which associated reservations were booked. As a result of this timing difference between when we recorded marketing expense and when we recognized associated revenue, we have experienced our highest levels of profitability in the third quarter of the year, which is when we experienced the highest levels of accommodation check-ins for the year for our European and North American markets. The first quarter of the year was typically the quarter in which we recognized the lowest amount of revenue as well as the lowest level of profitability and highest level of volatility in earnings growth rates due to these seasonal timing factors. The COVID-19 pandemic impacted seasonality in 2020; for example, we witnessed a higher share of travel being booked during the second and third quarters as well as a higher share of stays during the third quarter than in prior years. We cannot currently predict travel patterns given the COVID-19 pandemic, and we may not experience typical seasonality effects on our business in 2021.

For several years, we experienced an expansion of the booking window (the average time between the booking of a travel reservation and when the travel begins), which impacts the relationship between our gross bookings (recognized at the time of booking) and our revenues (recognized at the time of check-in).  However, we saw a contraction of the booking window throughout 2018 and 2019. Due to the impact of the COVID-19 pandemic on our booking trends, we saw an initial expansion in the booking window in the second quarter versus the comparable prior-year period as an increased percentage of newly-booked room nights were made for travel occurring in the third quarter. However, in the third and fourth quarters, we saw a significant contraction of the booking window versus the comparable prior-year period as an increased percentage of newly-
48

booked room nights were made for travel that was to occur close to the time of booking. We expect that the length of the booking window will be volatile and difficult to predict throughout the duration of the COVID-19 pandemic. Future changes in the length of the booking window will affect the degree to which our gross bookings and revenues occur in the same period and, as a result, whether our gross bookings growth rates and revenue growth rates converge or diverge.

In addition, the date on which certain holidays fall can have an impact on our quarterly results. For example, in 2019, Easter fell on April 21 and Easter-related travel began in the second quarter, when the associated revenue was recognized. By comparison, in 2018, Easter was on April 1 and a meaningful amount of Easter-related travel began in the week leading up to the holiday with the associated revenue being recognized in the first quarter of 2018.  As a result of the shift in Easter timing relative to 2018, our first quarter 2019 year-over-year growth rates in revenue, operating income and operating margins were negatively impacted and our second quarter 2019 year-over-year growth rates were positively impacted.  In 2020, Easter fell on April 12, in the second quarter as it did in 2019, and as a result we did not experience a meaningful impact to our year-over-year growth rates in 2020 from the Easter holiday. Due to the significant reduction in travel demand related to the COVID-19 pandemic, we do not expect the timing of the Easter holiday to have a meaningful impact on our growth rates in 2021. The timing of other holidays such as Ramadan can also impact our quarterly year-over-year growth rates.

The impact of seasonality can be exaggerated in the short term by the gross bookings growth rate of the business. For example, in periods where our gross bookings growth rate substantially decelerates, our operating margins typically benefit from relatively less variable marketing expense. In addition, revenue growth is typically less impacted by decelerating gross bookings growth in the near term due to the benefit of revenue related to reservations booked in previous quarters, but any such deceleration would negatively impact revenue growth in subsequent periods. Conversely, in periods where our gross bookings growth rate accelerates, our operating margins are typically negatively impacted by relatively more variable marketing expense. In addition, revenue growth is typically less impacted by accelerating gross bookings growth in the near term, but any such acceleration would positively impact revenue growth in subsequent periods as a portion of the revenue recognized from such gross bookings will occur in future quarters. As the travel market recovers from the impact of the COVID-19 pandemic, we expect to see higher than pre-COVID-19 pandemic growth rates, which will likely result in periods where our operating margins are negatively impacted due to the timing difference of when marketing expense is recorded and when revenue is recognized.

Other Factors

We believe that our future success depends in large part on our ability to continue to profitably grow our brands worldwide, and, over time, to offer other travel and travel-related services. Factors beyond our control, such as oil prices, stock market volatility, terrorist attacks, unusual or extreme weather or natural disasters such as earthquakes, hurricanes, tsunamis, floods, fires, droughts and volcanic eruptions, travel-related health concerns including pandemics and epidemics such as COVID-19 and other coronaviruses, Ebola and Zika, political instability, changes in economic conditions, wars and regional hostilities, imposition of taxes, tariffs or surcharges by regulatory authorities, changes in trade policies or trade disputes, changes in immigration policies or travel-related accidents or increased focus on the environmental impact of travel, can disrupt travel, limit the ability or willingness of travelers to visit certain locations or otherwise result in declines in travel demand. These kinds of events have negatively affected our business and results of operations in the past and may do so again in the future. Because these events or concerns, and the full impact of their effects, are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers, and therefore demand for our services and our relationships with travel service providers and other partners, any of which can adversely affect our business and results of operations. See Part I, Item 1A, Risk Factors - "The COVID-19 pandemic has materially adversely affected, and may further adversely impact, our business and financial performance" and "Declines or disruptions in the travel industry could adversely affect our business and financial performance."

The extent of the effects of the COVID-19 pandemic on our business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments. We expect the pandemic and its effects to continue to have a significant adverse impact on our business for the duration of the pandemic and during the subsequent economic recovery, which could be an extended period of time. Over the long-term, we intend to continue to invest in marketing and promotion, technology and personnel within parameters consistent with attempts to improve long-term operating results, even if those expenditures create pressure on operating margins. In recent years, we have experienced pressure on operating margins as we invested in initiatives to drive future growth. We also intend to broaden the scope of our business, and to that end, we explore strategic alternatives from time to time in the form of, among other things, acquisitions. We believe competitive pressure to innovate will encompass a wider range of services and technologies, including services and technologies that may be outside of our historical core business, and our ability to keep pace may slow. Potential competitors, such as emerging start-ups, may be able to innovate and focus on developing a particularly new product or service faster than we can or may foresee consumer need for new services or technologies before us. Some of our larger competitors or potential
49

competitors have more resources or more established or diversified relationships with consumers than we do, and they could use these advantages in ways that could affect our competitive position, including by making acquisitions, entering or investing in travel reservation businesses, investing in research and development, and competing aggressively for highly-skilled employees. For example, because consumers often utilize other online services more frequently than online travel services, a competitor or potential competitor that has established other, more frequent online interactions with consumers may be able to more easily or cost-effectively acquire customers for its online travel services than we can. Our goal is to grow revenue and achieve healthy operating margins in an effort to maintain profitability. The uncertain and highly competitive environment in which we operate makes the prediction of future results of operations difficult, and accordingly, we may not be able to return to the levels of revenue growth and profitability we experienced prior to the COVID-19 pandemic.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Our significant accounting policies and estimates are more fully described in Note 2 to our Consolidated Financial Statements. Certain of our accounting estimates are particularly important to our financial position and results of operations and require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. We evaluate our estimates on an ongoing basis. Estimates are based on, among other things, historical experience, terms of existing contracts, our observance of trends in the travel industry and on various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies that involve significant estimates and judgments of management include the following:

Valuation of Goodwill and Other Long-lived Assets

The application of the acquisition accounting for business combinations requires the use of significant estimates and assumptions to determine the fair value of the assets acquired and liabilities assumed. Our estimates of the fair value are based upon assumptions that we believe are reasonable. When we deem appropriate, we utilize assistance from a third-party valuation firm. The consideration transferred is allocated to the assets acquired and liabilities assumed based on their respective fair values at the acquisition date. The excess of the consideration transferred over the net of the amounts allocated to the identifiable assets acquired and liabilities assumed is recognized as goodwill. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date.

A substantial portion of our intangible assets and goodwill relates to the acquisitions of OpenTable and KAYAK.

We review long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  The assessment of possible impairment is based upon the ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group.

Due to the significant and negative financial impact of the COVID-19 pandemic, we performed the recoverability test of our long-lived assets and concluded there was no impairment at March 31, 2020. For OpenTable and KAYAK, we tested the recoverability of the long-lived assets and concluded there was no impairment at September 30, 2020. We did not identify any additional impairment indicators for our long-lived assets at December 31, 2020.

We test goodwill for impairment annually and whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We test goodwill at a reporting unit level. Our annual goodwill impairment tests are performed as of September 30.

Interim Goodwill Impairment Test

Due to the significant and negative financial impact of the COVID-19 pandemic, we performed an interim period goodwill impairment test at March 31, 2020. Under the current goodwill impairment standard adopted in the first quarter of 2020, a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill (see Note 2 to our Consolidated Financial Statements).

As of March 31, 2020, the estimated fair value of each of our reporting units, except the OpenTable and KAYAK reporting unit, substantially exceeded its respective carrying value. For the OpenTable and KAYAK reporting unit, we recognized a goodwill impairment charge of $489 million for the three months ended March 31, 2020, which is not tax-
50

deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.5 billion at March 31, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted near-term cash flows of OpenTable and KAYAK as well as the significant decline in comparable companies' market values as a result of the COVID-19 pandemic.

The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying the recent decline in enterprise values of comparable publicly-traded companies to the recently calculated fair value for OpenTable and KAYAK as well as applying comparable company multiples).

The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. In the cash flow projections, we assumed that OpenTable and KAYAK will experience a significant decline in near-term cash flows with a recovery to 2019 levels of financial performance (including profitability) occurring in 2023. The shape and timing of the recovery was a key assumption in our fair value calculation (both in the income and market approaches).

Annual Goodwill Impairment Test

As of September 30, 2020, we performed our annual goodwill impairment test. Other than the OpenTable and KAYAK reporting unit, the fair values of our reporting units substantially exceeded their respective carrying values.

For the OpenTable and KAYAK reporting unit, we recognized a goodwill impairment charge of $573 million for the three months ended September 30, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.0 billion at September 30, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted cash flows of OpenTable and KAYAK, reflecting a longer assumed recovery period to 2019 levels of profitability, mainly due to the continued material adverse impact of the COVID-19 pandemic, including its impact on the flight vertical at KAYAK, and the lowered outlook for monetization opportunities in restaurant reservation services.

The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying comparable company multiples).

The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. The income approach, applied as of September 30, 2020, reflected a reduction in the forecasted cash flows of OpenTable and KAYAK and a longer assumed recovery period to 2019 levels of profitability, driven primarily by a lowered outlook for monetization opportunities in restaurant reservation services and slower than previously expected recovery trends for airline travel, which is a key vertical for KAYAK. For the interim goodwill impairment test at March 31, 2020, we expected a recovery to 2019 levels of financial performance occurring in 2023 for OpenTable and KAYAK. Based on our evaluation of all relevant information available as of September 30, 2020 for the annual goodwill impairment test, we expected that OpenTable and KAYAK would not return to the 2019 level of profitability within the next five years, and that it was uncertain whether the shape of the recovery would ultimately match our expectations. An increase or decrease of one percentage point to the profitability growth rates used in the cash flow projections would result in an increase or decrease of approximately $100 million to the estimated fair value of OpenTable and KAYAK at September 30, 2020. The discount rate is determined based on the reporting unit’s estimated weighted-average cost of capital and adjusted to reflect the risks inherent in its cash flows, which requires significant judgments. The discount rate used for the annual goodwill impairment test as of September 30, 2020 is higher than the discount rate used for the interim goodwill impairment test as of March 31, 2020. If the discount rate used in the income approach increases or decreases by 0.5%, the impact to the estimated fair value of OpenTable and KAYAK, at September 30, 2020, ranges from a decrease of approximately $65 million to an increase of approximately $70 million.

The estimation of fair value reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding OpenTable and KAYAK’s expected growth rates and operating margin, expected length and severity of the impact from the COVID-19 pandemic, the shape and timing of the subsequent recovery and the competitive environment, as well as other key assumptions with respect to matters outside of our control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than the judgments and estimates used to estimate fair value. Future events and changing market conditions may lead us to re-evaluate the assumptions reflected in the current forecast disclosed above, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery, which may result in a need to recognize an additional goodwill impairment charge that could have a material adverse effect on our results of operations.
51

No additional impairment indicators were identified as of December 31, 2020.

Valuation of Investments in Private Companies

See Note 5 to our Consolidated Financial Statements for additional information related to the investments in private companies. The fair value of these investments are measured using unobservable inputs when little or no market data is available ("Level 3 inputs"). See Note 6 to our Consolidated Financial Statements for additional information.

Our investments measured using Level 3 inputs primarily consist of preferred stock investments in privately-held companies that are classified as either debt securities or equity securities without readily determinable fair values. Fair values of privately held securities are estimated using a variety of valuation methodologies, including both market and income approaches. We have used valuation techniques appropriate for the type of investment and the information available about the investee as of the valuation date to determine fair value. Recent financing transactions in the investee, such as new investments in preferred stock, are generally considered the best indication of the enterprise value and therefore used as a basis to estimate fair value. However, based on a number of factors, such as the proximity in timing to the valuation date or the volume or other terms of these financing transactions, we may also use other valuation techniques to supplement this data, including the income approach. In addition, an option-pricing model (“OPM”) is utilized to allocate value to the various classes of securities of the investee, including the class owned by us. The model includes assumptions around the investees’ expected time to liquidity and volatility.

Our investment in Grab, which is classified as a debt security for accounting purposes, had an aggregate estimated fair value of $200 million at December 31, 2020 and 2019. We measured this investment using "Level 3" inputs and 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.

We performed an impairment analysis on the investment in Didi Chuxing at March 31, 2020 considering the impact of the COVID-19 pandemic, which resulted in an adjusted carrying value of $400 million at March 31, 2020 and December 31, 2020. No additional impairment indicators were identified as of December 31, 2020. As discussed below, we used unobservable inputs in order to determine fair value. We used an income approach in estimating the fair value of Didi Chuxing as of March 31, 2020. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on a company’s weighted- average cost of capital, and is adjusted to reflect the risks inherent in its cash flows. The key unobservable inputs and ranges used include the weighted average cost of capital (12%-14%), terminal Earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiple (13x-15x), volatility (60%-70%) and an estimated time to liquidity of 4 years. Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. Generally, a change in the assumption used for terminal EBITDA multiples would result in a directionally similar change in the fair value and a change in the assumption used for weighted average cost of capital or volatility would result in a directionally opposite change in the fair value.

The determination of the fair values of investments, where we are a minority shareholder and have access to limited information from the investee, reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding the investee’s expected growth rates and operating margin, expected length and severity of the impact of the COVID-19 pandemic on the investee and the shape and timing of the subsequent recovery, as well as other key assumptions with respect to matters outside of our control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than those judgments and estimates utilized in the fair value estimate. Future events and changing market conditions may lead us to re-evaluate the assumptions reflected in our valuation, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery and the overall impact on the investee’s business, which may result in a need to recognize an additional impairment charge that could have a material adverse effect on our results of operations.

Income Taxes

We determine our tax expense based on our income and statutory tax rates applicable in the various jurisdictions in which we operate. Due to the complex nature of tax legislation and frequent changes with such associated legislation, significant judgment is required in computing our tax expense and determining our tax positions. The U.S. Tax Cuts and Jobs Act (the "Tax Act") enacted in December 2017 made significant changes to U.S. federal tax law, including a reduction in the U.S. federal statutory tax rate from 35% to 21%, effective January 1, 2018. The Tax Act imposed a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years.

52

We do not intend to indefinitely reinvest our international earnings that were subject to U.S. taxation pursuant to the mandatory deemed repatriation or subject to U.S. taxation as GILTI.

We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of temporary differences and tax planning strategies and record valuation allowances as required.

We are subject to ongoing tax examinations and assessments in various jurisdictions. We have been audited in many jurisdictions and, from time to time, face challenges from the tax authorities regarding the amount of taxes due. These challenges include questions regarding the timing and amount of deductions that we have taken on our tax returns. Although we believe that our tax filing positions are reasonable and comply with applicable law, we regularly review our tax filing positions, especially in light of tax law or business practice changes, and we may change our positions or determine that previous positions should be amended, either of which could result in additional tax liabilities. The final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals.

The evaluation of tax positions and recognition of income tax benefits require significant judgment and we consult with external tax and legal counsel, as appropriate. We consider the technical merits of our tax positions along with the applicable tax statutes, related interpretations and precedents and our expectation of the outcome of proceedings (or negotiations) with tax authorities. We recognize liabilities when we believe that uncertain positions may not be fully sustained upon audit by the tax authorities, including any related appeals or litigation processes. Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement. First, we evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained based on its technical merits. Second, we measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. The tax benefits ultimately realized by us may be different than what is recorded in the financial statements due to future events such as our settling the matter with the tax authorities and our success in sustaining our tax positions.

See Notes 15 and 16 to our Consolidated Financial Statements for further information.

Contingencies

Loss contingencies (other than income tax-related contingencies disclosed above) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against us by individuals, governments or other entities. Based on our assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. If the amount of the loss cannot be reasonably estimated, we disclose information about the contingency in the financial statements. We also disclose information in our financial statements about reasonably possible loss contingencies.

The determination of whether a loss is probable and whether the amount of the loss can be reasonably estimated requires significant judgment and evaluation of all the underlying facts and circumstances, including judgments about the potential actions of third-party claimants, regulatory authorities and courts. Claims, assessments and litigations involve significant uncertainties such as the complexity of the facts, the legal theories involved, the nature of the claims, the judgment of the courts, the applicable methodology for determining potential damages and, in the case of class actions, whether a class action can be certified, the extent to which members of a class would or would not file a claim and the uncertainty inherent in class actions.

On a quarterly basis, we update our analysis and estimates considering all available information, including the impact of negotiations, settlements, rulings and advice of legal counsel. Changes in our assessment of whether a loss is probable, our estimate of the loss, or our determination of whether the amount of loss can be reasonably estimated could have a material impact on our results of operations and financial position. Changes in our assumptions regarding a particular matter or the effectiveness of our strategies related to legal and other proceedings could also have a material impact on our results of operations and financial position. For all loss contingencies, until a matter is finally resolved, there may be an exposure to loss in excess of the liability accrued for the matter and such amounts could be material.

See Note 16 to our Consolidated Financial Statements for further information.

Recent Accounting Pronouncements - See Note 2 to our Consolidated Financial Statements for details, which is incorporated into this Item 7 by reference thereto.
53

Results of Operations
 
Year Ended December 31, 2020 compared to Year Ended December 31, 2019

We evaluate certain operating and financial measures on both an as-reported and constant-currency basis. We calculate constant currency by converting our current-year period operating and financial results for transactions recorded in currencies other than U.S. Dollars using the corresponding prior-year period monthly average exchange rates rather than the current-year period monthly average exchange rates.
 
Operating and Statistical Metrics
 
Our financial results are driven by certain operating metrics that encompass the booking and other business activity generated by our travel and travel-related services.  Specifically, reservations of accommodation room nights, rental car days and airline tickets capture the volume of units booked through our OTC brands by our travel reservation services customers.  Gross bookings is an operating and statistical metric that captures the total dollar value, generally inclusive of taxes and fees, of all travel services booked through our OTC brands by our customers, net of cancellations, and is widely used in the travel business. Our non-OTC brands (KAYAK and OpenTable) have different business metrics from those of our OTC brands and therefore search queries through KAYAK and restaurant reservations through OpenTable do not contribute to our gross bookings.

Accommodation room nights, rental car days and airline tickets reserved through our services for the years ended December 31, 2020 and 2019 were as follows:
 Year Ended December 31, 
(in millions)Increase (Decrease)
 20202019
Room nights355 845 (58.0)%
Rental car days31 77 (59.8)%
Airline tickets6 7 (21.6)%
 
Accommodation room nights, rental car days and airline tickets reserved through our services each declined for the year ended December 31, 2020, compared to the year ended December 31, 2019, due to the COVID-19 pandemic, which drove a substantial decline in new travel bookings and increased cancellation rates.

Gross bookings resulting from reservations of accommodation room nights, rental car days and airline tickets made through our agency and merchant models for the years ended December 31, 2020 and 2019 were as follows (numbers may not total due to rounding): 
 
 Year Ended December 31, 
(in millions)Increase (Decrease)
 20202019
Agency$24,475 $70,651 (65.4)%
Merchant10,920 25,791 (57.7)%
Total$35,395 $96,443 (63.3)%
 
Gross bookings decreased by 63.3% for the year ended December 31, 2020, compared to the year ended December 31, 2019 (decreased on a constant-currency basis by approximately 63%), almost entirely due to the 58.0% decline in accommodation room night reservations, as well as a decline in accommodation ADRs of approximately 14% on a constant-currency basis for the year ended December 31, 2020, compared to the year ended December 31, 2019. We believe that unit growth rates and growth in total gross bookings on a constant-currency basis, which excludes the impact of foreign currency exchange rate fluctuations, are important measures to understand the fundamental performance of the business.

Agency gross bookings are derived from travel-related transactions where we do not facilitate payments from travelers for the travel services provided. Agency gross bookings decreased by 65.4% for the year ended December 31, 2020, compared to the year ended December 31, 2019, almost entirely due to a decrease in gross bookings from agency accommodation room night reservations at Booking.com.
54


Merchant gross bookings are derived from services where we facilitate payments from travelers for the travel services provided. Merchant gross bookings decreased by 57.7% for the year ended December 31, 2020, compared to the year ended December 31, 2019, principally due to a decrease in gross bookings from our merchant accommodation reservation services at Booking.com, agoda and Priceline. Merchant gross bookings for the year ended December 31, 2020, compared to the year ended December 31, 2019, declined less than agency gross bookings due to the stronger growth of merchant gross bookings early in the year as Booking.com had been expanding its merchant accommodation reservation services prior to the COVID-19 pandemic, as well as due to relatively better performance from our merchant travel reservation services at Priceline.
 
Revenues

Online travel reservation services

Substantially all of our revenues are generated by providing online travel reservation services, which facilitate online travel purchases between travel service providers and travelers.

Revenues from online travel reservation services are classified into two categories:
 
•Agency. Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services provided. Agency revenues consist almost entirely of travel reservation commissions. Substantially all of our agency revenue is from Booking.com agency accommodation reservations.
 
•Merchant. Merchant revenues are derived from travel-related transactions where we facilitate payments from travelers for the services provided, generally at the time of booking. Merchant revenues include (1) travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with our merchant reservation services; (2) credit card processing rebates and customer processing fees; and (3) ancillary fees, including travel-related insurance revenues. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.
 
Advertising and other revenues

Advertising and other revenues are derived primarily from (1) revenues earned by KAYAK for (a) sending referrals to OTCs and travel service providers and (b) advertising placements on its platforms; and (2) revenues earned by OpenTable for (a) restaurant reservation services (fees paid by restaurants for diners seated through OpenTable's online reservation service) and (b) subscription fees for restaurant management services.

 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Agency revenues$4,314 $10,117 (57.4)%
Merchant revenues2,117 3,830 (44.7)%
Advertising and other revenues365 1,119 (67.3)%
Total revenues$6,796 $15,066 (54.9)%

Total revenues for the year ended December 31, 2020, as compared to the year ended December 31, 2019, respectively, decreased by 54.9% (decreased on a constant-currency basis by approximately 55%). A significant majority of the year-over-year decrease was related to revenues from our accommodation reservation services. Total revenues for the year ended December 31, 2020 were negatively impacted by a reduction in revenue of $44 million for refunds paid or estimated to be payable to travelers as a result of the COVID-19 pandemic where we agreed to provide free cancellation for certain non-refundable reservations without a corresponding estimated expected recovery from the travel service providers (see Notes 2 and 3 to the Consolidated Financial Statements). In addition, total revenues for the year ended December 31, 2020 were negatively impacted by additional rebates of approximately $100 million offered to travel service providers meeting certain eligibility requirements under an incentive program that ended in 2020 (see Note 3 to the Consolidated Financial Statements).

55

Agency revenues decreased by 57.4% for the year ended December 31, 2020, compared to the year ended December 31, 2019, due to the ongoing impacts of the COVID-19 pandemic.

Merchant revenues decreased by 44.7% for the year ended December 31, 2020, compared to the year ended December 31, 2019, due primarily to decreases in gross bookings from our merchant accommodation reservation services and merchant rental car reservation services due to the ongoing impacts of the COVID-19 pandemic.

Advertising and other revenues decreased by 67.3% for the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to the COVID-19 pandemic, which resulted in a decline in consumer demand for the travel and restaurant-related services offered by KAYAK and OpenTable. In addition, advertising and other revenue related to OpenTable has been further impacted by a program that waived fees payable by restaurants for diners seated through OpenTable's online reservation service and subscription fees for many restaurants.

Total revenues as a percentage of gross bookings was 19.2% for the year ended December 31, 2020 as compared to 15.6% for the year ended December 31, 2019 due primarily to timing of booking versus travel as revenue benefited from travel early in the year ended December 31, 2020 before the COVID-19 pandemic, while gross bookings were negatively impacted by cancellations of bookings made in 2019.

Our international businesses accounted for approximately $6.0 billion of our total revenues for the year ended December 31, 2020, compared to $13.5 billion for the year ended December 31, 2019. Total revenues attributable to our international businesses for the year ended December 31, 2020 decreased by 55.6%, compared to the year ended December 31, 2019 (decreased on a constant-currency basis by approximately 55%). Total revenues attributable to our U.S. businesses decreased 49.0% for the year ended December 31, 2020 compared to the year ended December 31, 2019.

Operating Expenses
 
Marketing expenses
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Marketing expenses$2,179 $4,967 (56.1)%
% of Total revenues32.1 %33.0 % 
 
We rely on marketing channels to generate a significant amount of traffic to our websites. Marketing expenses consist primarily of the costs of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; (4) offline and online brand marketing; and (5) other performance-based marketing and incentives. For the year ended December 31, 2020, our marketing expense declined significantly due to reduced travel demand as a result of the COVID-19 pandemic. We adjust our marketing spend based on our growth and profitability objectives, as well as the travel demand and expected ROIs in our marketing channels. Marketing expenses as a percentage of total revenues decreased for the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to actions we took to reduce our brand and performance marketing spend in response to the reduced travel demand.

Sales and Other Expenses
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Sales and other expenses$755 $955 (20.8)%
% of Total revenues11.1 %6.3 % 
 
Sales and other expenses consist primarily of: (1) credit card and other payment processing fees associated with merchant transactions; (2) provisions for expected credit losses, primarily related to accommodation commission receivables and prepayments to certain customers; (3) fees paid to third parties that provide call center, website content translations and other services; (4) customer relations costs; and (5) customer chargeback provisions and fraud prevention expenses associated with merchant transactions. For the year ended December 31, 2020, sales and other expenses, which are substantially variable in nature, decreased compared to the year ended December 31, 2019, due primarily to decreases in expenses related to
56

transactions processed on a merchant basis, partially offset by an increase in expected credit loss expenses of $161 million primarily resulting from the impact of the COVID-19 pandemic (see Notes 2 and 7 to the Consolidated Financial Statements).

Personnel
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Personnel$1,944 $2,248 (13.5)%
% of Total revenues28.6 %14.9 % 
 
Personnel expenses consist of compensation to our personnel, including salaries, stock-based compensation, bonuses, payroll taxes, and employee health and other benefits. Personnel expenses decreased during the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to $126 million of government aid benefit and approximately $110 million of savings resulting from restructuring activities at all our brands, as well as a decrease in stock-based compensation expense and lower bonus accruals, both of which were impacted by reduced financial performance and reduced headcount as a result of the COVID-19 pandemic. Stock-based compensation expense was $233 million for the year ended December 31, 2020, compared to $308 million for the year ended December 31, 2019. Headcount decreased 23% year-over-year to approximately 20,300 as of December 31, 2020, compared to approximately 26,400 as of December 31, 2019, primarily due to restructuring actions and attrition, as well as a general temporary company-wide hiring freeze. Given the timing of our restructuring actions, the average quarter-end headcount for 2020 only decreased 6% compared to 2019.

General and Administrative
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
General and administrative$581 $797 (27.1)%
% of Total revenues8.6 %5.3 % 
 
General and administrative expenses consist primarily of: (1) occupancy and office expenses; (2) fees for outside professionals, including litigation expenses; (3) indirect taxes such as travel transaction taxes and digital services taxes; and (4) personnel-related expenses such as travel, relocation, recruiting and training expenses. General and administrative expenses decreased during the year ended December 31, 2020, compared to the year ended December 31, 2019, due to lower personnel-related expenses associated with a general company-wide freeze on non-essential travel and entertainment and employee hiring due to the COVID-19 pandemic, lower office and occupancy expenses due to employees working remotely, and lower professional service fees.

Information Technology
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Information technology$299 $285 4.9 %
% of Total revenues4.4 %1.9 % 

Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and cloud computing costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating our services. Information technology expenses increased during the year ended December 31, 2020, compared to the year ended December 31, 2019, due to increased software license fees related to cyber security and data privacy software, as well as increased outsourced data center costs.

57

Depreciation and Amortization
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Depreciation and amortization$458 $469 (2.4)%
% of Total revenues6.7 %3.1 % 
 
Depreciation and amortization expenses consist of: (1) amortization of intangible assets with determinable lives; (2) depreciation of computer equipment; (3) amortization of internally-developed and purchased software; and (4) depreciation of leasehold improvements, furniture and fixtures and office equipment. Depreciation and amortization expenses decreased during the year ended December 31, 2020, compared to the year ended December 31, 2019, as a result of decreased depreciation of computer equipment, amortization of intangible assets and depreciation of leasehold improvements, partially offset by increased internally-developed software amortization expenses.

Restructuring and other exit costs
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Restructuring and other exit costs
$149 $— N/A
% of Total revenues2.2 %N/A 
 
During the year ended December 31, 2020, we took restructuring actions at all our brands in response to the impact of the COVID-19 pandemic on our business, and as a result incurred restructuring charges amounting to $149 million. These restructuring charges are primarily related to employee severance and benefits (see Note 20 to the Consolidated Financial Statements).

Impairment of Goodwill
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Impairment of Goodwill$1,062 $— N/A
% of Total revenues15.6 %N/A 
 
During the year ended December 31, 2020, we recorded impairment charges to goodwill related to OpenTable and KAYAK, which are not tax-deductible, of $1.1 billion (see Note 11 to our Consolidated Financial Statements and Critical Accounting Policies and Estimates included in this Management's Discussion and Analysis of Financial Condition and Results of Operations).

Interest expense
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Interest expense(356)(266)33.8 %
 
Interest expense increased for the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to interest expense attributable to our Senior Notes and Convertible Senior Notes issued in April 2020.

58

Other income (expense), net

 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Other income (expense), net1,554 879 76.8 %

The following table sets forth the breakdown of "Other income (expense), net" for the years ended December 31, 2020 and 2019:
Year Ended December 31,
(in millions)
20202019
Interest and dividend income$54 $152 
Net gains on marketable equity securities1,811 745 
Impairment of investment(100)— 
Foreign currency transaction losses(207)(31)
Other (4)13 
Other income (expense), net$1,554 $879 

Interest and dividend income decreased for the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to lower average invested balances and lower yields as well as increased usage of investments classified as cash equivalents.

Net gains on marketable equity securities for the years ended December 31, 2020 and 2019 primarily related to the unrealized gains on our equity investment in Meituan (see Note 5 to our Consolidated Financial Statements for additional information).

Impairment of investment for the year ended December 31, 2020 related to our investment in Didi Chuxing (see Notes 5 and 6 to our Consolidated Financial Statements and Critical Accounting Policies and Estimates included in this Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information).

Foreign currency transaction losses include losses of $200 million and gains of $7 million related to the portion of our Euro-denominated debt that was not designated as a net investment hedge and foreign currency losses on derivative contracts of $31 million and $19 million for the years ended December 31, 2020 and 2019, respectively.

Income Taxes
 Year Ended December 31, 
 (in millions)Increase (Decrease)
 20202019
Income tax expense$508 $1,093 (53.5)%
% of Earnings before income taxes89.5 %18.3 %
 
Our 2020 effective tax rate differs from the U.S. federal statutory tax rate of 21%, primarily due to the non-deductible goodwill impairment charges related to OpenTable and KAYAK, U.S. federal tax associated with our 2020 international earnings, and an increase in unrecognized tax benefits, partially offset by the benefit of the Netherlands Innovation Box Tax (discussed below). Our 2019 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, partially offset by the effect of higher international tax rates and U.S. federal and state tax associated with our 2019 international earnings, resulting from the enactment of the Tax Act, as well as certain non-deductible expenses.

Our effective tax rate was higher for the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to the non-deductible goodwill impairment charges related to OpenTable and KAYAK, an increase in U.S. federal tax associated with our 2020 international earnings, and an increase in unrecognized tax benefits.
59


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 years ended December 31, 2020 and 2019 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on our effective tax rates for those periods. In 2020, the Dutch government approved an increase in the Innovation Box Tax rate from 7% to 9%, effective January 2021. While we expect Booking.com to continue to qualify for Innovation Box Tax treatment with respect to a portion of its earnings for the foreseeable future, the loss of the Innovation Box Tax benefit, whether due to a change in tax law or a determination by the Dutch government that Booking.com's activities are not innovative or for any other reason, could substantially increase our effective tax rate and adversely impact our results of operations and cash flows in future periods. See Part I, Item 1A, Risk Factors - "We may not be able to maintain our 'Innovation Box Tax' benefit."

Results of Operations

Year Ended December 31, 2019 compared to Year Ended December 31, 2018

    For a comparison of our results of operations for the fiscal years ended December 31, 2019 and 2018, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 26, 2020.
60

Liquidity and Capital Resources
 
The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. Our financial results and prospects are almost entirely dependent on the sale of travel-related services.

The extent of the effects of the COVID-19 pandemic on our business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments. These include, but are not limited to, the severity, extent and duration of the COVID-19 pandemic, including as a result of any new variants of COVID-19 and any resurgences of the pandemic, and its impact on the travel and restaurant industries and consumer spending more broadly. Even if economic and operating conditions for our business improve, we cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model, our business may continue to be adversely affected even as the broader global economy recovers.

Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance and our credit ratings. If our credit ratings were to be downgraded, or financing sources were to ascribe higher risk to our rating levels or our industry, our access to capital and the cost of any financing would be negatively impacted. There is no guarantee that additional debt financing will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms, in which case we may need to seek other sources of funding. In addition, the terms of future debt agreements could include more restrictive covenants than those we are currently subject to, which could restrict our business operations. For more information, see Part I, Item 1A, Risk Factors - "Our liquidity, credit ratings and ongoing access to capital could be materially and negatively affected by the impacts of the COVID-19 pandemic."

At December 31, 2020, we had $14.8 billion in cash, cash equivalents and short-term and long-term investments, of which approximately $6.0 billion is held by our international subsidiaries. Cash, cash equivalents and long-term investments held by our international subsidiaries are denominated primarily in Hong Kong Dollars, U.S. Dollars and Euros. Cash equivalents and short-term and long-term investments are principally comprised of money market funds, time deposits and certificates of deposit, convertible debt securities of Trip.com Group, Meituan equity securities and our investments in private companies (see Notes 5 and 6 to the Consolidated Financial Statements). In May 2020, our May 2015 investment of $250 million in Trip.com Group's convertible senior notes was repaid upon maturity. We have the option to redeem our December 2015 investment of $500 million in Trip.com Group's convertible senior notes in December 2021, which we expect to exercise (see Note 5 to our Consolidated Financial Statements).

During the year ended December 31, 2020, we realized $2.2 billion in cash from sales and maturities of our investments in government and corporate debt securities. In addition, we sold our entire investment in Trip.com Group ADSs, with a cost basis of $655 million for $525 million.

At December 31, 2020, we had a remaining transition tax liability of $1.0 billion as a result of the Tax Act, which included $923 million reported as "Long-term U.S. transition tax liability" and $90 million included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. This liability will be paid over the next six years. In accordance with the Tax Act, generally, future repatriation of our international cash will not be subject to a U.S. federal income tax liability as a dividend, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by us.

In August 2019, we entered into a $2.0 billion five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility provides for the issuance of up to $80 million of letters of credit as well as borrowings of up to $100 million on same-day notice, referred to as swingline loans. The proceeds of loans made under the facility can be used for working capital and general corporate purposes, including acquisitions, share repurchases and debt repayments. At December 31, 2020, there were no borrowings outstanding and $4 million of letters of credit issued under the facility. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to our ability to borrow thereunder. In April 2020, we amended the revolving credit facility, pursuant to which the maximum leverage ratio covenant was suspended through and including the three months ending March 31, 2021, and was replaced with a $4.5 billion minimum liquidity covenant based on unrestricted cash, cash equivalents, short-term investments and unused capacity under the revolving credit facility. In October 2020, we further amended the revolving credit facility to extend the suspension of the maximum leverage ratio covenant and the related replacement with the minimum liquidity covenant through and including the three months ending March 31, 2022 and increase the permitted maximum leverage ratio from and including the three months ending June 30, 2022 through and including the three months ending March 31, 2023. We agreed not to declare or make any cash distribution and not to repurchase any of our shares (with certain exceptions including in connection with tax withholding
61

related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, we have at least $6.0 billion of liquidity on a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility and (ii) after the delivery of financial statements for the three months ending June 30, 2022, we are in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or we have the ability to terminate this restriction earlier if we demonstrate compliance with the original maximum leverage ratio covenant in the revolving credit facility. Beginning with the quarter ending June 30, 2022, the minimum liquidity covenant will cease to apply and the maximum leverage ratio covenant, as increased, will again be in effect. At December 31, 2020, we were in compliance with the minimum liquidity covenant. There can be no assurance that we will be able to meet either the minimum liquidity covenant or the maximum leverage ratio covenant, as applicable, at any particular time, and our ability to borrow under the revolving credit facility depends on compliance with the applicable covenant. Further, the lenders have the right to require repayment of any amounts borrowed under the facility if we are not in compliance with the applicable covenant (see Note 12 to the Consolidated Financial Statements).

In June 2020, in connection with the maturity of our Convertible Senior Notes due June 2020, we paid $1.0 billion to satisfy the aggregate principal amount due and paid an additional $245 million in satisfaction of the conversion value in excess of the principal amount. In addition, the holders of our Convertible Senior Notes due September 2021 will have the right to convert all or any portion of the Notes beginning on June 15, 2021, regardless of our stock price (see Note 12 to our Consolidated Financial Statements).

In April 2020, we issued Senior Notes due April 13, 2025 with an interest rate of 4.10% for an aggregate principal amount of $1.0 billion, Senior Notes due April 13, 2027 with an interest rate of 4.50% for an aggregate principal amount of $750 million and Senior Notes due April 13, 2030 with an interest rate of 4.625% for an aggregate principal amount of $1.5 billion. In addition, in April 2020, we issued $863 million aggregate principal amount of Convertible Senior Notes due May 1, 2025 with an interest rate of 0.75%. The proceeds from the issuance of these Senior Notes and Convertible Senior Notes can be used for general corporate purposes, which may include repayment of debt, including the repayment, at maturity or upon conversion prior thereto, of our outstanding Convertible Senior Notes (see Note 12 to the Consolidated Financial Statements).

At December 31, 2020 and December 31, 2019, there were $14.0 billion and $9.6 billion, respectively, of payment obligations related to the aggregate principal of our outstanding senior notes outstanding and cumulative interest to maturity. See Note 12 to the Consolidated Financial Statements for information related to the Company's debt including principal, interest rates and maturity dates.

During the year ended December 31, 2020, we repurchased 684,827 shares of our common stock for an aggregate cost of $1.3 billion. At December 31, 2020, we had a remaining aggregate amount of $10.4 billion authorized by our Board of Directors to repurchase our common stock. We have not repurchased any shares since March 2020 under this stock repurchase authorization and do not intend to initiate any repurchases under this authorization until we have better visibility into the shape and timing of a recovery from the COVID-19 pandemic. See Note 12 to the Consolidated Financial Statements for a description of the impact of the October 2020 credit facility amendment on our ability to repurchase shares.

In September 2016, we signed a turnkey agreement to construct an office building for Booking.com’s future headquarters in the Netherlands for 270 million Euros ($331 million). Upon signing this agreement, we paid 43 million Euros ($48 million) for the acquired land-use rights. In addition, since signing the turnkey agreement we have made several progress payments principally related to the construction of the building. At December 31, 2020, we had a remaining obligation of 56 million Euros ($68 million) related to the turnkey agreement. This remaining obligation will be paid through 2022, when we anticipate construction will be complete. In addition to the turnkey agreement, we have a remaining obligation at December 31, 2020 to pay 70 million Euros ($86 million) over the remaining initial term of the acquired land lease, which expires in 2065. At December 31, 2020, we had 29 million Euros ($35 million) of outstanding commitments to vendors to fit out and furnish the office space. See Note 16 to our Consolidated Financial Statements for additional information related to our commitments and contingencies.

We have taken and are taking actions to improve our liquidity including, but not limited to, raising additional capital through the issuance of Senior Notes and Convertible Senior Notes as disclosed above, reducing capital expenditures and operating expenses by significantly reducing marketing spend worldwide and working to eliminate non-essential operating costs, monitoring the financial health of our partners, suppliers and other third-party relationships, implementing a general temporary company-wide hiring freeze for much of 2020 and undertaking certain personnel actions such as furloughs and workforce reductions. We believe that our existing cash balances and liquid resources will be sufficient to fund our operating activities, capital expenditures and other obligations through at least the next twelve months. However, whether as a result of the COVID-19 pandemic or otherwise, if we are not successful in generating sufficient cash flow from operations or in raising additional capital when required in sufficient amounts and on terms acceptable to us, we may be required to reduce our planned capital expenditures and scale back the scope of our business plans, either of which could have a material adverse effect on our business, our ability to compete or our future growth prospects, financial condition and results of operations. If additional funds were raised through the issuance of equity securities, the percentage ownership of our then current stockholders would be diluted. We may not generate sufficient cash flow from operations in the future, revenue growth or sustained profitability may not be realized, and future borrowings or equity sales may not be available in amounts sufficient to make anticipated capital expenditures, finance our strategies or repay our indebtedness.
62


Cash Flow Analysis

Net cash provided by operating activities decreased for the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to the negative impact of the COVID-19 pandemic to our businesses and financial results, partially offset by the impact of the payment of $403 million in 2019 to French tax authorities to preserve our right to contest certain tax assessments in court (see Note 16 to our Consolidated Financial Statements).

Net cash provided by operating activities for the year ended December 31, 2020 was $85 million, resulting from net income of $59 million and a favorable impact from adjustments for non-cash items of $1.0 billion, partially offset by an unfavorable net change in working capital and long-term assets and liabilities of $1.0 billion. Non-cash items were principally associated with net gains on marketable equity securities, impairment of goodwill, depreciation and amortization, provision for expected credit losses and chargebacks, stock-based compensation expense and other stock-based payments, deferred income tax expense and unrealized foreign currency transaction losses on Euro-denominated debt. For the year ended December 31, 2020, prepaid expenses and other current assets decreased by $161 million, primarily due to a refund for overpayment from a vendor and lower prepayment to third-party payment processors due to decreases in business volumes as a result of the COVID-19 pandemic. For the year ended December 31, 2020, accounts receivable decreased by $891 million and deferred merchant bookings and other current liabilities decreased by $2.3 billion primarily due to decreases in business volumes as a result of the COVID-19 pandemic.

Net cash provided by operating activities for the year ended December 31, 2019 was $4.9 billion, resulting from net income of $4.9 billion and a favorable impact from adjustments for non-cash items of $541 million, partially offset by an unfavorable net change in working capital and long-term assets and liabilities of $541 million. Non-cash items were principally associated with net gains on marketable equity securities, depreciation and amortization, stock-based compensation expense and other stock-based payments, operating lease amortization and the provision for expected credit losses and chargebacks. The changes in working capital for the year ended December 31, 2019, reflecting the increase in business volumes and growth in Booking.com's merchant transactions, were primarily related to a $480 million increase in deferred merchant bookings and other current liabilities, offset by a $323 million increase in accounts receivable and $263 million increase in prepaid expenses and other current assets. The net change in long-term assets and liabilities of $435 million was primarily due to the increase in other long-term assets related to the payment of $403 million to French tax authorities to preserve our right to contest the assessments in court (see Note 16 to our Consolidated Financial Statements).

Net cash provided by investing activities for the year ended December 31, 2020 was $2.6 billion, principally resulting from the proceeds from sales and maturities of investments of $3.0 billion, net of purchases of $74 million. Net cash provided by investing activities for the year ended December 31, 2019 was $7.1 billion, principally resulting from the proceeds from sales and maturities of investments of $8.1 billion, net of purchases of $0.7 billion. Cash invested in the purchase of property and equipment was $286 million and $368 million for the years ended December 31, 2020 and 2019, respectively. Cash invested in the purchase of property and equipment for the years ended December 31, 2020 and 2019 includes payments of $52 million and $51 million, respectively, related to the turnkey agreement for constructing Booking.com's future headquarters.
Net cash provided by financing activities for the year ended December 31, 2020 was $1.5 billion, almost entirely resulting from the proceeds from the issuance of long-term debt of $4.1 billion, partially offset by payments for the repurchase of common stock of $1.3 billion and payments for the conversion of convertible notes of $1.2 billion. Net cash used in financing activities for the year ended December 31, 2019 was $8.2 billion, almost entirely resulting from payments for the repurchase of common stock.

For a discussion of our liquidity and capital resources as of and our cash flow activities for the fiscal year ended December 31, 2018, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 26, 2020.

Contingencies

French tax authorities conducted audits of Booking.com for the years 2003 through 2012 and years 2013 through 2015 and currently are conducting an audit for the years 2016 through 2018. In December 2015, the French tax authorities issued Booking.com assessments for unpaid income and value added taxes ("VAT") related to tax years 2006 through 2012 for approximately 356 million Euros ($403 million), the majority of which represents penalties and interest.  The assessments assert that Booking.com had a permanent establishment in France. In December 2019, the French tax authorities issued an additional assessment of 70 million Euros ($86 million), including interest and penalties, for the 2013 year asserting that Booking.com had taxable income attributable to a permanent establishment in France. The French tax authorities also have issued assessments totaling 39 million Euros ($48 million), including interest and penalties, for certain tax years between 2011
63

and 2015 on Booking.com's French subsidiary asserting that the subsidiary did not receive sufficient compensation for the services it rendered to Booking.com in the Netherlands. As a result of a formal demand from the French tax authorities for payment of the amounts assessed against Booking.com for the years 2006 through 2012, in January 2019, we paid the assessments of approximately 356 million Euros ($403 million) in order to preserve our right to contest those assessments in court. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at December 31, 2020 and 2019, does not constitute an admission that we owe the taxes and will be refunded (with interest) to us to the extent we prevail. In December 2019 and October 2020, we initiated court proceedings with respect to certain of the assessments. Although we believe that Booking.com has been, and continues to be, in compliance with French tax law, and we are contesting the assessments, during the three months ended September 30, 2020, we contacted the French tax authorities regarding the potential to achieve resolution of the matter through a settlement. After assessing several potential outcomes and potential settlement amounts and terms, an unrecognized tax benefit in the amount of 50 million Euros ($61 million) has been recorded during the year ended December 31, 2020, of which the majority has been included as a partial reduction to the tax payment recorded in "Other Assets, net" in the Consolidated Balance Sheet at December 31, 2020. In December 2020, the French Administrative Court (Conseil d’Etat) delivered a decision in the "ValueClick" case that could have an impact on the outcome in our case. After considering the potential impact of the new decision on the potential outcomes for the Booking.com assessments, we currently estimate that the reasonably possible loss related to VAT is approximately 20 million Euros ($24 million). Additional assessments could result when the French tax authorities complete the outstanding audits. For additional information related to the French tax assessments, see Note 16 to our Consolidated Financial Statements and Part I, Item 1A, Risk Factors - "We may have exposure to additional tax liabilities."

Beginning in 2014, Booking.com received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) (“BPF”) claiming that Booking.com is required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme in which Booking.com is currently participating. BPF instituted legal proceedings against Booking.com and in 2016 the District Court of Amsterdam rejected all of BPF’s claims. BPF appealed the decision to the Court of Appeal, and, in May 2019, the Court of Appeal also rejected all of BPF’s claims, in each case by ruling that Booking.com does not meet the definition of a travel intermediary for purposes of the mandatory pension scheme. BPF has appealed to the Netherlands Supreme Court. In October 2020, the Dutch Advocate General issued an opinion to the Supreme Court stating that the Dutch Advocate General believes the decision of the Court of Appeal to be incorrect based on her interpretation of the pension scheme requirements. We have submitted to the Supreme Court a response to the Advocate General's opinion. While we continue to believe that Booking.com is in compliance with its pension obligations and that the Dutch Supreme Court should uphold the ruling of the Court of Appeal, based on the significant influence the Dutch Advocate General’s opinion typically has on the Supreme Court, we have reevaluated the probability of a loss and believe it is probable that we have incurred a loss related to this matter. We expect the Dutch Supreme Court to rule in the first quarter of 2021. In the event the Supreme Court overturns the decision of the Court of Appeal and remands the case to a lower court, we intend to pursue a number of defenses in any subsequent proceedings and may ultimately prevail in whole or in part. We are not able to reasonably estimate a loss or a range of loss because the litigation is ongoing and there are significant factual and legal questions yet to be determined. As a result, as of December 31, 2020, we have not recorded a liability in connection with a potential adverse outcome to this litigation. However, if Booking.com were to ultimately lose and all of BPF’s claims were to be accepted (including with retroactive effect to 1999), we estimate that as of December 31, 2020, the maximum loss, not including any potential interest or penalties, would be approximately $290 million. Such estimated potential loss increases as Booking.com continues not to contribute to the BPF and depends on Booking.com’s applicable employee compensation after December 31, 2020.

For additional information related to the pension matter and our other contingent liabilities, see Note 16 to our Consolidated Financial Statements.

64


Contractual Obligations and Commercial Commitments

The following table represents our material contractual obligations and commercial commitments at December 31, 2020: 
 By Period (in millions)
TotalLess than
1 Year		1 to 3
Years		3 to 5 YearsMore than 5 Years
Operating lease obligations(1)
$585 $168 $196 $85 $136 
Building construction obligation(2)
103 87 16 — — 
Purchase obligations (3)
193 77 73 43 — 
Senior notes(4)
13,991 1,323 3,225 4,049 5,394 
U.S. transition tax liability1,013 90 212 453 258 
Letters of credit and bank guarantees(5)
138 110 6 2 20 
Revolving credit facility and other(6)
11 4 6 1 — 
Total(7) (8)
$16,034 $1,859 $3,734 $4,633 $5,808 
    

(1)    Includes the land lease for Booking.com's future headquarters. See Notes 10 and 16 to our Consolidated Financial Statements for further details.
(2)    Includes commitments to vendors to fit out and furnish the office space. See Note 16 to our Consolidated Financial Statements for further details.
(3)    Represents significant noncancellable contractual obligations individually greater than $10 million. The obligations are primarily related to sponsorship and cloud hosting arrangements. Purchase obligations included here are those related to agreements to purchase goods and services that are enforceable and legally binding, that specify all significant terms, including the quantities to be purchased, price provisions and the approximate timing of the transaction.
(4)    Represents the aggregate principal amount of our senior notes outstanding at December 31, 2020 and cumulative interest to maturity of $1.8 billion.  Convertible debt does not reflect the market value in excess of the outstanding principal amount because we can settle the conversion premium amount in cash or shares of common stock at our option. See Note 12 to our Consolidated Financial Statements.
(5)    Standby letters of credit and bank guarantees issued on behalf of the Company at December 31, 2020 are primarily related to payment guarantees to third-party payment processors (see Notes 12 and 16 to our Consolidated Financial Statements).
(6)    Includes commitment fees on undrawn balances available under the revolving credit facility and fees on outstanding letters of credit at December 31, 2020.
(7)    We reported "Other long-term liabilities" of $111 million in the Consolidated Balance Sheet at December 31, 2020, the majority of which relates to unrecognized tax benefits of $57 million (see Note 15 to our Consolidated Financial Statements).  We have excluded these long-term liabilities from the contractual obligations table above as a variety of factors could affect the timing of payments for the liabilities; therefore, we cannot reasonably estimate the timing of such payments.  We believe that these matters will likely not be resolved in the next twelve months and, accordingly, we have classified the estimated liability as non-current in the Consolidated Balance Sheet. 
(8)    In 2018, we entered into an agreement to sign a future lease related to approximately 222,000 square feet of office space in the city of Manchester in the United Kingdom for the future headquarters of Rentalcars.com. Our obligation to execute the lease is conditional upon the lessor completing certain activities, which are expected to be completed in 2021. If these activities are completed, the lease will commence for a term of approximately 13 years and we will have a lease obligation of approximately 65 million British Pounds Sterling ($88 million), excluding lease incentives. We will also make capital expenditures to fit out and furnish the office space. The obligation is not included in the table of contractual obligations presented above.

Off-Balance Sheet Arrangements
 
At December 31, 2020, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
65


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
We have exposure to several types of market risk: changes in interest rates, foreign currency exchange rates and equity prices.

We manage our exposure to interest rate risk and foreign currency risk through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. We use foreign currency exchange derivative contracts to manage short-term foreign currency risk.

The objective of our policies is to mitigate potential income statement, cash flow and fair value exposures resulting from possible future adverse fluctuations in rates. We evaluate our exposure to market risk by assessing the anticipated near-term and long-term fluctuations in interest rates and foreign currency exchange rates. This evaluation includes the review of leading market indicators, discussions with financial analysts and investment bankers regarding current and future economic conditions and the review of market projections as to expected future rates. We utilize this information to determine our own investment strategies as well as to determine if the use of derivative financial instruments is appropriate to mitigate any potential future market exposure that we may face. Our policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. To the extent that changes in interest rates and foreign currency exchange rates affect general economic conditions, we would also be affected by such changes.

During the year ended December 31, 2020, we sold our investments in government and corporate debt securities other than our investments in Trip.com Group convertible senior notes (see Note 5 to the Consolidated Financial Statements). Our investments in Trip.com Group convertible senior notes are more sensitive to the equity market price volatility of Trip.com Group's American Depositary Shares ("ADSs") than changes in interest rates. The estimated fair value of our Trip.com Group convertible senior notes will likely increase as the market price of Trip.com Group's ADSs increases and will likely decrease as the market price of Trip.com Group's ADSs falls.

At December 31, 2020 and 2019, the outstanding aggregate principal amount of our debt was $12.2 billion and $8.7 billion, respectively. We estimate that the fair value of such debt was approximately $14.0 billion and $9.8 billion at December 31, 2020 and 2019, respectively. The estimated fair value of our debt in excess of the outstanding principal amount at December 31, 2020 primarily relates to Senior Notes and the Convertible Senior Notes issued in April 2020. The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2019 primarily relates to the conversion premium on the convertible senior notes. Excluding the effect on the fair value of our convertible senior notes, a hypothetical 100 basis point (1.0%) decrease in interest rates would have resulted in an increase in the estimated fair value of our other debt of approximately $544 million and $325 million at December 31, 2020 and 2019, respectively. Our convertible senior notes are more sensitive to the equity market price volatility of our shares than changes in interest rates. The fair value of the convertible senior notes will likely increase as the market price of our shares increases and will likely decrease as the market price of our shares falls.

Our international business represents a substantial majority of our financial results. Therefore, because we report our results in U.S. Dollars, we face exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our international businesses are translated from local currencies (principally Euros and British Pounds Sterling) into U.S. Dollars. If the U.S. Dollar weakens against the local currencies, the translation of these foreign-currency-denominated balances will result in increased net assets, gross bookings, revenues, operating expenses and net income. Similarly, our net assets, gross bookings, revenues, operating expenses and net income will decrease if the U.S. Dollar strengthens against the local currencies. However, for the year ended December 31, 2020, movements in foreign currency exchange rates had little to no impact on our performance metrics and financial results. Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations. Additionally, foreign currency exchange rate fluctuations on transactions, denominated in currencies other than the functional currency, result in gains and losses that are reflected in our Consolidated Statements of Operations. We have a significant investment that is denominated in Hong Kong Dollars and the related impact from the movements in foreign currency exchange rates is recognized in "Other income (expense), net" in the Consolidated Statements and Operations.

We designate certain portions of the aggregate principal value of the Euro-denominated debt as a hedge against the impact of foreign currency exchange rate fluctuations on the net assets of one of our Euro functional currency subsidiaries. Foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument for accounting purposes are recognized in "Other income (expense), net" in our Consolidated Statements of Operations (see Note 12 to our Consolidated Financial Statements). Such foreign currency transaction gains or losses are dependent on the amount of
66

net assets of the Euro functional currency subsidiary, the amount of the Euro-denominated debt that is designated as a hedge and fluctuations in foreign currency exchange rates.

We enter into foreign currency forward contracts to hedge our exposure to the impact of movements in foreign currency exchange rates on our transactional balances denominated in currencies other than the functional currency. In periods prior to the second quarter of 2020, we also entered into foreign currency derivative contracts to hedge translation risks from short-term foreign currency exchange rate fluctuations for the Euro, British Pound Sterling and certain other currencies versus the U.S. Dollar. Since the first quarter of 2020, we have not entered into such derivative instruments as the impact of the COVID-19 pandemic on our operating results are highly uncertain. We will continue to evaluate the use of derivative instruments in the future. See Note 6 to our Consolidated Financial Statements for further information.

We are exposed to equity price risk as it relates to changes in the fair values of our investments in equity securities of publicly-traded companies and private companies.  Due to the impact of the COVID-19 pandemic (see Note 2 to the Consolidated Financial Statements) on the business of the investee and the estimated decline in the value of our investment, we recorded a significant impairment charge related to our investment in a private company during the three months ended March 31, 2020 (see Notes 5 and 6 to the Consolidated Financial Statements). The estimated fair values of our investments in equity securities of publicly-traded companies and private companies, excluding certain investments classified as debt securities for accounting purposes, were $3.1 billion and $455 million, respectively, at December 31, 2020, and $1.8 billion and $501 million, respectively, at December 31, 2019.  Our investments in private companies, excluding certain investments classified as debt securities for accounting purposes, 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. A hypothetical 10% decrease in the fair values of these investments at December 31, 2020 and 2019 would have resulted in a loss, before tax, of approximately $355 million and $230 million, respectively, being recognized in net income.

Item 8.  Financial Statements and Supplementary Data
 
The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K (See Part IV, Item 15, Exhibits and Financial Statement Schedules): Consolidated Balance Sheets at December 31, 2020 and 2019; Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018; Notes to the Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

 
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.

Item 9A. Controls and Procedures
 
Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we include a report of our management's assessment of the design and effectiveness of our internal controls over financial reporting for the year ended December 31, 2020.

Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2020. Our independent registered public accounting firm also attested to, and reported on the effectiveness of internal control over financial reporting.
67


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls. No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the three months ended December 31, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
68

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of Booking Holdings Inc.
 
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 24, 2021, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management's Report on Internal Control Over Financial Reporting." Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
February 24, 2021

69

Item 9B. Other Information
 
None.

PART III
 
Item 10. Directors, Executive Officers and Corporate Governance
 
Information required by Part III, Item 10 will be included in our Proxy Statement relating to our 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated herein by reference.
 
Item 11. Executive Compensation
 
Information required by Part III, Item 11 will be included in our Proxy Statement relating to our 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated herein by reference.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Information required by Part III, Item 12 will be included in our Proxy Statement relating to our 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated herein by reference.
 
Item 13. Certain Relationships and Related Transactions, and Director Independence
 
Information required by Part III, Item 13 will be included in our Proxy Statement relating to our 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated herein by reference.
 
Item 14. Principal Accountant Fees and Services
 
Information required by Part III, Item 14 will be included in our Proxy Statement relating to our 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated herein by reference.

PART IV
 
Item 15. Exhibits and Financial Statement Schedules.
 
(a)                                  List of Documents Filed as a Part of this Annual Report on Form 10-K:
 
The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K: Consolidated Balance Sheets at December 31, 2020 and 2019; Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018; Notes to the Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.
 
All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or the notes thereto.
 
(b)                                 Exhibits
 
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Some agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
70

•should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10‑K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
Exhibit NumberDescription
3.1(a)
Restated Certificate of Incorporation of the Registrant.
3.2(b)
Amended and Restated By-Laws of the Registrant.
4.1Reference is hereby made to Exhibits 3.1 and 3.2.
4.2(c)
Specimen Certificate for Registrant's Common Stock.
4.3(d)
Indenture, dated as of August 20, 2014, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
4.4(e)
Indenture, dated as of September 23, 2014, between the Registrant and Deutsche Bank Trust Company Americas, as Trustee.
4.5(f)
Indenture, dated as of August 8, 2017, between the Company and U.S. Bank National Association, as trustee.
4.6(g)
Form of 2.375% Senior Note due 2024.
4.7(h)
Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024.
4.8(i)
Form of 1.800% Senior Note due 2027.
4.9(j)
Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027.
4.10(k)
Form of 3.650% Senior Note due 2025.
4.11(l)
Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025.
4.12(e)
Form of 2.15% Senior Note due 2022.
4.13(e)
Officers' Certificate, dated November 25, 2015, for the 2.15% Senior Notes due 2022.
4.14(m)
Form of 3.600% Senior Note due 2026.
4.15(m)
Officers' Certificate, dated May 23, 2016, for the 3.600% Senior Notes due 2026.
4.16(n)
Form of 0.800% Senior Note due 2022.
4.17(n)
Officers' Certificate, dated March 10, 2017, for the 0.800% Senior Notes due 2022.
4.18(o)
Form of 2.750% Senior Note due 2023.
4.19(o)
Officers' Certificate, dated August 15, 2017, with respect to the 2.750% Senior Notes due 2023.
4.20(o)
Form of 3.550% Senior Note due 2028.
4.21(o)
Officers' Certificate, dated August 15, 2017, with respect to the 3.550% Senior Notes due 2028.
4.22(gg)
Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.23(gg)
Description of the Company's 0.800% Senior Notes due 2022 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.24(gg)
Description of the Company's 2.150% Senior Notes due 2022 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.25(gg)
Description of the Company's 2.375% Senior Notes due 2024 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.26(gg)
Description of the Company's 1.800% Senior Notes due 2027 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.27(ee)
Form of 4.100% Senior Note due 2025.
4.28(ee)
Officer’s Certificate, dated April 13, 2020, with respect to the 4.100% Senior Notes due 2025.
4.29(ee)
Form of 4.500% Senior Note due 2027.
71

Exhibit NumberDescription
4.30(ee)
Officer’s Certificate, dated April 13, 2020, with respect to the 4.500% Senior Notes due 2027.
4.31(ee)
Form of 4.625% Senior Note due 2030.
4.32(ee)
Officer’s Certificate, dated April 13, 2020, with respect to the 4.625% Senior Notes due 2030.
4.33(ee)
Form of 0.750% Convertible Senior Note due 2025.
4.34(ee)
Indenture, dated as of April 14, 2020, between Booking Holdings Inc. and U.S. Bank National Association, as trustee.
10.1(p)+
Booking Holdings Inc. 1999 Omnibus Plan (As Amended and Restated Effective June 7, 2018).
10.2(q)+
Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directors.
10.3(hh)+
Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan.
10.4(r)+
2018 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.5(t)+
2019 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.6(ii)+
Form of Performance Share Unit Agreement under the Company's 1999 Omnibus Plan.
10.7(s)+
Amended and Restated KAYAK Software Corporation 2012 Equity Incentive Plan.
10.8(s)+
OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan.
10.9(u)+
Buuteeq, Inc. Amended and Restated 2010 Stock Plan.
10.10(v)+
Amended and Restated Rocket Travel, Inc. 2012 Stock Incentive Plan.
10.11(v)+
Amended and Restated Annual Bonus Plan.
10.12(w)+
Form of Non-Competition and Non-Solicitation Agreement.
10.13(x)+
Second Amended and Restated Employment Agreement, dated April 21, 2015 by and between the Registrant and Peter J. Millones.
10.14(y)+
Employment Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel.
10.15(y)+
Non-Competition and Non-Solicitation Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel.
10.16(y)+
Employee Confidentiality and Assignment Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel.
10.17(z)+
Employment Agreement, dated January 19, 2018, between the Registrant and David I. Goulden.
10.18(z)+
Non-Competition and Non-Solicitation Agreement, dated March 1, 2018, between the Registrant and David I. Goulden.
10.19(z)+
Employee Confidentiality and Assignment Agreement, dated January 19, 2018, between the Registrant and David I. Goulden.
10.20(aa)
Credit Agreement, dated as of August 14, 2019, among the Registrant, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent.
10.21(b)+
Letter Agreement, dated October 24, 2019 by and between the Registrant and Glenn D. Fogel.
10.22(bb)+
Form of Employee Confidentiality and Assignment Agreement.
10.23(dd)
Amendment, dated as of April 7, 2020, to the Credit Agreement, dated as of August 14, 2019, by and among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
10.24(ff)
Amendment, dated as of October 28, 2020, to the Credit Agreement, dated as of August 14, 2019, by and among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
List of Subsidiaries.
Consent of Deloitte & Touche LLP.
Power of Attorney (included in the Signature Page).
Certification of Glenn D. Fogel, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of David I. Goulden, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Glenn D. Fogel, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
Certification of David I. Goulden, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
72

Exhibit NumberDescription
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
104Cover Page Interactive Data File - the cover page from this Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL (included in Exhibit 101).
____________________________
+    Indicates a management contract or compensatory plan or arrangement.
(a)Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 (File No. 1-36691).
(b)Previously filed as an exhibit to the Current Report on Form 8-K filed on October 25, 2019 (File No. 1-36691).
(c)Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-1 filed on March 18, 1999 (File No. 333-69657).
(d)Previously filed as an exhibit to the Current Report on Form 8-K filed on August 20, 2014 (File No. 0-25581).
(e)Previously filed as an exhibit to the Current Report on Form 8-K filed on November 25, 2015 (File No. 1-36691).
(f)Previously filed as an exhibit to the Registration Statement on Form S-3 filed on August 8, 2017 (File No. 333-219800).
(g)Previously filed as an exhibit to the Current Report on Form 8-K filed on September 22, 2014 (File No. 0-25581).
(h)Previously filed as an exhibit to the Current Report on Form 8-K filed on September 26, 2014 (File No. 0-25581).
(i)Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2015 (File No. 1-36691).
(j)Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2015 (File No. 1-36691).
(k)Previously filed as an exhibit to the Current Report on Form 8-K filed on March 12, 2015 (File No. 1-36691).
(l)Previously filed as an exhibit to the Current Report on Form 8-K filed on March 13, 2015 (File No. 1-36691).
(m)Previously filed as an exhibit to the Current Report on Form 8-K filed on May 23, 2016 (File No. 1-36691).
(n)Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 10, 2017 (File No. 1-36691).
(o)Previously filed as an exhibit to our Current Report on Form 8-K filed on August 15, 2017 (File No. 1-36691).
(p)Previously filed as an exhibit to our Current Report on Form 8-K filed on June 8, 2018 (File No. 1-36691).
(q)Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 9, 2011 (File No. 0-25581).
(r)Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2018 (File No. 1-36691).
(s)Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 3, 2017 (File No. 1-36691).
(t)Previously filed as an exhibit to the Current Report on Form 8-K filed on March 1, 2019 (File No. 1-36691).
(u)Previously filed as an exhibit to the Registration Statement on Form S-8 filed on June 13, 2014 (File No. 333-196756).
(v)Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2015 (File No. 1-36691).
(w)Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2013 (File No. 0-25581).
(x)Previously filed as an exhibit to our Current Report on Form 8-K filed on April 24, 2015 (File No. 1-36691).
(y)Previously filed as an exhibit to the Current Report on Form 8-K filed on December 16, 2016 (File No. 1-36691).
(z)Previously filed as an exhibit to the Current Report on Form 8-K filed on January 22, 2018 (File No. 1-36691).
(aa)Previously filed as an exhibit to the Current Report on Form 8-K filed on August 14, 2019 (File No. 1-36691).
(bb)Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 9, 2019 (File No. 1-36691).
(cc)This document is being furnished in accordance with SEC Release Nos. 33‑8212 and 34‑47551.
(dd)Previously filed as an exhibit to the Current Report on Form 8-K filed on April 8, 2020 (File No. 1-36691).
(ee)Previously filed as an exhibit to the Current Report on Form 8-K filed on April 14, 2020 (File No. 1-36691).
(ff)Previously filed as an exhibit to the Current Report on Form 8-K filed on October 30, 2020 (File No. 1-36691).
73

(gg)Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 26, 2020 (File No. 1-36691).
(hh)Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 7, 2020 (File No. 1-36691)
(ii)Previously filed as an exhibit to the Current Report on Form 8-K filed on July 17, 2020 (File No. 1-36691)

Item 16. Form 10-K Summary.

None.

74

Signatures
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 BOOKING HOLDINGS INC.
   
 By:/s/ Glenn D. Fogel
  Name:Glenn D. Fogel
  Title:Chief Executive Officer and President
  Date:February 24, 2021
 
Power of Attorney
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn D. Fogel, David I. Goulden and Peter J. Millones, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
75

SignatureTitleDate
 
 
/s/ Robert J. Mylod Jr.Director, Chairman of the Board February 24, 2021
Robert J. Mylod Jr.
/s/ Glenn D. FogelDirector, Chief Executive Officer and PresidentFebruary 24, 2021
Glenn D. Fogel 
 
/s/ David I. GouldenExecutive Vice President and Chief Financial February 24, 2021
David I. GouldenOfficer (Principal Financial Officer)
/s/ Susana D'EmicChief Accounting Officer and Controller February 24, 2021
Susana D'Emic(Principal Accounting Officer)
/s/ Timothy M. ArmstrongDirectorFebruary 24, 2021
Timothy M. Armstrong
/s/ Mirian Graddick-Weir Director February 24, 2021
Mirian Graddick-Weir   
  
/s/ Bob van Dijk Director February 24, 2021
Bob van Dijk   
 
/s/ Wei HopemanDirectorFebruary 24, 2021
Wei Hopeman
 
/s/ Jeffery H. BoydDirectorFebruary 24, 2021
Jeffery H. Boyd
/s/ Charles H. Noski Director February 24, 2021
Charles H. Noski    
  
/s/ Nicholas J. ReadDirectorFebruary 24, 2021
Nicholas J. Read
/s/ Thomas E. RothmanDirectorFebruary 24, 2021
Thomas E. Rothman
/s/ Lynn M. VojvodichDirectorFebruary 24, 2021
Lynn M. Vojvodich
/s/ Vanessa A. WittmanDirectorFebruary 24, 2021
Vanessa A. Wittman
    

76

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Page No.
  
Report of Independent Registered Public Accounting Firm
 
Consolidated Balance Sheets at December 31, 2020 and 2019
 
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
 
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018
 
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
 
Notes to Consolidated Financial Statements

77

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Booking Holdings Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively, the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows, for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Total Revenues - Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
Total revenues for the year ended December 31, 2020 were $6.8 billion. Substantially all of the Company’s revenues are generated by providing online travel reservation services, which principally allow travelers to book travel reservations with travel service providers through the Company’s platforms. Revenues consist of a significant volume of low-dollar transactions utilizing multiple custom systems.
We identified total revenues as a critical audit matter as the majority of the processes to calculate and record revenues are highly automated, rely on a number of custom systems, and involve interfacing significant volumes of data across multiple systems. Given the complex information technology (IT) environment, this required the involvement of professionals with expertise in IT to identify, test, and evaluate the revenue data flows, the revenue systems and the automated controls.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's revenue transactions included the following, among others:
•With the assistance of our IT specialists, we:
–Identified the systems used to calculate and record revenue transactions.
78

–Tested the general IT controls over each of these systems, including testing of user access controls, change management controls, and IT operations controls.
–Performed testing of system interface controls and automated controls within the relevant revenue streams.
•We tested business process controls to reconcile the various systems to the Company's general ledgers.
•We performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded revenues.
Goodwill - Refer to Notes 2 and 11 to the financial statements
Critical Audit Matter Description
The Company's evaluation of goodwill impairment involves the comparison of the fair value of each of the Company's reporting units to its carrying value. The total goodwill balance was $1.9 billion as of December 31, 2020. A substantial portion of the Company's goodwill relates to the acquisitions of KAYAK in 2013 and OpenTable in 2014. The Company estimated the fair values using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies). With respect to the income approach, management makes significant estimates and assumptions related to forecasts of future performance, including revenues, operating margins and discount rates. Due to the significant and negative financial impact of the COVID-19 pandemic, the Company recognized goodwill impairment charges of $1.1 billion for the year ended December 31, 2020 for the OpenTable and KAYAK reporting unit, resulting in an adjusted carrying value of goodwill for this reporting unit of $1.0 billion at December 31, 2020.
Given the significant judgments made by management to estimate the fair value of the OpenTable and KAYAK reporting unit, performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to selection of the discount rates and forecasts of future revenues and operating margins required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future revenues and operating margins and the selection of the discount rates for the OpenTable and KAYAK reporting unit included the following, among others:
•We tested the effectiveness of controls over goodwill impairment evaluation, including those over the forecasts and the selection of the discount rates.
•We evaluated management's ability to accurately forecast by comparing actual results in previous years to management’s historical forecasts.
•We evaluated the reasonableness of management’s forecasts of future revenues and operating margins by comparing management’s forecasts with:
–Historical revenues and operating margins.
–Internal communications to management and the Board of Directors.
–Forecasted information, inclusive of COVID-19 economic assumptions, within analyst, economist and industry reports of the Company and selected companies in its peer group.
•We considered the impact of industry and market conditions on management's forecasts.
•With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations and developing a range of independent estimates and comparing those to the discount rates selected by management.
•We evaluated the reasonableness of management's forecasts of future cash flows and discount rates utilized in the income approach fair value calculation by comparing the income approach fair value to the market approach fair values.
Commitments and Contingencies - Tax Matters - Refer to Note 16 to the financial statements
Critical Audit Matter Description
The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Company has received tax assessments relating to permanent establishment, transfer pricing matters, and/or value added taxes, including interest and penalties from French, Italian and Turkish tax authorities in the amount of $537 million, $129 million and $103 million respectively. The Company believes that it has been, and continues to be, in compliance with the relevant tax laws, and the Company is contesting these assessments. The Company has recorded a liability of $61 million for France and a liability of $5
79

million for Italy in connection with these assessments. In addition, the Company currently estimates that the reasonably possible loss related to VAT is approximately $24 million.
Given the complexity of the relevant tax laws and regulations, auditing management's evaluation and accounting for the tax positions associated with these tax assessments involved subjective and complex judgments.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the accounting for the tax positions associated with the tax assessments included the following, among others:
•We tested the effectiveness of controls over accounting for uncertain tax positions.
•With the assistance of our tax specialists, we evaluated management's analysis regarding the likelihood of sustaining its tax positions upon examination by the relevant tax authorities and, we evaluated management's estimate of the amount of tax benefit recognized.
•We assessed the basis of the Company's analysis and measurement by obtaining, reading, and evaluating relevant third-party specialists' reports and the Company's documentation.
•We obtained, read, and evaluated relevant correspondence between the Company and the tax authorities.
•We evaluated any developments in the matters during the current fiscal year through inquiry of both Company personnel and the Company's third-party specialists.

/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
February 24, 2021
We have served as the Company’s auditor since 1997.

80

Booking Holdings Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
 
 December 31,
 20202019
ASSETS  
Current assets:  
Cash and cash equivalents$10,562 $6,312 
Short-term investments (Available-for-sale debt securities:
Amortized cost of $500 and $998, respectively)		501 998 
Accounts receivable, net (Allowance for expected credit losses of $166 and $49, respectively)529 1,680 
Prepaid expenses, net (Allowance for expected credit losses of $22 and $6, respectively)337 479 
Other current assets277 364 
Total current assets12,206 9,833 
Property and equipment, net756 738 
Operating lease assets529 620 
Intangible assets, net1,812 1,954 
Goodwill1,895 2,913 
Long-term investments (Includes available-for-sale debt securities:
Amortized cost of $225 and $2,192, respectively)		3,759 4,477 
Other assets, net (Allowance for expected credit losses of $33 at December 31, 2020)917 867 
Total assets$21,874 $21,402 
LIABILITIES AND STOCKHOLDERS' EQUITY  
Current liabilities:  
Accounts payable$735 $1,239 
Accrued expenses and other current liabilities1,382 1,578 
Deferred merchant bookings323 1,561 
Convertible debt985 988 
Total current liabilities3,425 5,366 
Deferred income taxes1,127 876 
Operating lease liabilities366 462 
Long-term U.S. transition tax liability923 1,021 
Other long-term liabilities111 104 
Long-term debt11,029 7,640 
  Total liabilities16,981 15,469 
Commitments and contingencies (see Note 16)
Stockholders' equity:  
Common stock, $0.008 par value,
Authorized shares: 1,000,000,000
Issued shares: 63,406,451 and 63,179,471, respectively		— — 
Treasury stock, 22,446,897 and 21,762,070 shares, respectively(24,128)(22,864)
Additional paid-in capital5,851 5,756 
Retained earnings23,288 23,232 
Accumulated other comprehensive loss(118)(191)
  Total stockholders' equity4,893 5,933 
Total liabilities and stockholders' equity$21,874 $21,402 
See Notes to Consolidated Financial Statements.
81

Booking Holdings Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
 
 Year Ended December 31,
202020192018
Agency revenues$4,314 $10,117 $10,480 
Merchant revenues2,117 3,830 2,987 
Advertising and other revenues365 1,119 1,060 
Total revenues6,796 15,066 14,527 
Operating expenses:   
Marketing expenses2,179 4,967 4,956 
Sales and other expenses755 955 830 
Personnel, including stock-based compensation of $233, $308 and $317, respectively1,944 2,248 2,042 
General and administrative581 797 699 
Information technology299 285 233 
Depreciation and amortization458 469 426 
Restructuring and other exit costs149 — — 
Impairment of goodwill1,062 — — 
Total operating expenses7,427 9,721 9,186 
Operating (loss) income(631)5,345 5,341 
Interest expense(356)(266)(269)
Other income (expense), net1,554 879 (237)
Earnings before income taxes 567 5,958 4,835 
Income tax expense508 1,093 837 
Net income$59 $4,865 $3,998 
Net income applicable to common stockholders per basic common share$1.45 $112.93 $84.26 
Weighted-average number of basic common shares outstanding (in 000's)40,974 43,082 47,446 
Net income applicable to common stockholders per diluted common share$1.44 $111.82 $83.26 
Weighted-average number of diluted common shares outstanding (in 000's)41,160 43,509 48,017 

See Notes to Consolidated Financial Statements.

82

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

Year Ended December 31,
202020192018
Net income $59 $4,865 $3,998 
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of tax 50 (10)(114)
Net unrealized gains (losses) on available-for-sale securities, net of tax 23 135 (199)
Total other comprehensive income (loss), net of tax73 125 (313)
Comprehensive income$132 $4,990 $3,685 



See Notes to Consolidated Financial Statements.


83

Booking Holdings Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 and 2018
(In millions, except share data)
 Common StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss) Total
 Shares
(in 000's)		AmountShares
(in 000's)		Amount
Balance, December 31, 201762,689 $— (14,217)$(8,699)$5,783 $13,939 $238 $11,261 
Cumulative effect of adoption of accounting standards updates— — — — — 430 (241)189 
Net income— — — — — 3,998 — 3,998 
Foreign currency translation adjustments, net of tax— — — — — — (114)(114)
Net unrealized losses on available-for-sale securities, net of tax— — — — — — (199)(199)
Exercise of stock options and vesting of restricted stock units and performance share units208 — — — 2 — — 2 
Repurchase of common stock— — (3,100)(6,012)— — — (6,012)
Stock-based compensation and other stock-based payments— — — — 320 — — 320 
Conversion of debt— — — — (770)— — (770)
Common stock issued in an acquisition52 — — — 110 — — 110 
Balance, December 31, 201862,949 $— (17,317)$(14,711)$5,445 $18,367 $(316)$8,785 
Net income— — — — — 4,865 — 4,865 
Foreign currency translation adjustments, net of tax— — — — — — (10)(10)
Net unrealized gains on available-for-sale securities, net of tax— — — — — — 135 135 
Exercise of stock options and vesting of restricted stock units and performance share units230 — — — 3 — — 3 
Repurchase of common stock— — (4,445)(8,153)— — — (8,153)
Stock-based compensation and other stock-based payments— — — — 308 — — 308 
Balance, December 31, 201963,179 $— (21,762)$(22,864)$5,756 $23,232 $(191)$5,933 
Cumulative effect of adoption of accounting standard update— — — — — (3)— (3)
Net income— — — — — 59 — 59 
Foreign currency translation adjustments, net of tax— — — — — — 50 50 
Net unrealized gains on available-for-sale securities, net of tax— — — — — — 23 23 
Issuance of convertible senior notes— — — — 96 — — 96 
Conversion of debt— — — — (245)— — (245)
Exercise of stock options and vesting of restricted stock units and performance share units227 — — — 6 — — 6 
Repurchase of common stock— — (685)(1,264)— — — (1,264)
Stock-based compensation and other stock-based payments— — — — 238 — — 238 
Balance, December 31, 202063,406 $— (22,447)$(24,128)$5,851 $23,288 $(118)$4,893 
 

See Notes to Consolidated Financial Statements.
84

Booking Holdings Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 Year Ended December 31,
 202020192018
OPERATING ACTIVITIES:   
Net income$59 $4,865 $3,998 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization458 469 426 
Provision for expected credit losses and chargebacks319 138 163 
Deferred income tax expense (benefit)213 122 (150)
Net (gains) losses on marketable equity securities(1,811)(745)367 
Stock-based compensation expense and other stock-based payments255 325 331 
Amortization of debt discount and debt issuance costs64 58 59 
Operating lease amortization184 172 — 
Unrealized foreign currency transaction losses (gains) on Euro-denominated debt200 (7)— 
Impairment of goodwill1,062 — — 
Impairment of investment100 — — 
Other2 9 19 
Changes in assets and liabilities, net of effects of acquisitions:   
Accounts receivable891 (323)(319)
Prepaid expenses and other current assets161 (263)(201)
Deferred merchant bookings and other current liabilities(2,266)480 635 
Long-term assets and liabilities194 (435)10 
Net cash provided by operating activities85 4,865 5,338 
INVESTING ACTIVITIES:   
Purchase of investments(74)(672)(2,686)
Proceeds from sale and maturity of investments2,997 8,099 5,616 
Additions to property and equipment(286)(368)(442)
Acquisitions and other investments, net of cash acquired— (9)(273)
Net cash provided by investing activities2,637 7,050 2,215 
FINANCING ACTIVITIES:   
Proceeds from revolving credit facility and short-term borrowings— 400 25 
Repayments of revolving credit facility and short-term borrowings— (425)— 
Proceeds from the issuance of long-term debt4,108 — — 
Payments for conversion of debt(1,244)— (1,487)
Payments for repurchase of common stock(1,303)(8,187)(5,971)
Other financing activities(33)(8)2 
Net cash provided by (used in) financing activities1,528 (8,220)(7,431)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents— (8)(40)
Net increase in cash and cash equivalents and restricted cash and cash equivalents4,250 3,687 82 
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period6,332 2,645 2,563 
Total cash and cash equivalents and restricted cash and cash equivalents, end of period$10,582 $6,332 $2,645 
SUPPLEMENTAL CASH FLOW INFORMATION:   
Cash paid during the period for income taxes (see Note 15)$319 $1,074 $1,169 
Cash paid during the period for interest $278 $221 $219 
Non-cash operating and financing activity for an acquisition (see Note 19)$— $— $51 
Non-cash investing and financing activity for an acquisition (see Note 19)$— $— $59 
    
 See Notes to Consolidated Financial Statements.
85

Booking Holdings Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.      BUSINESS DESCRIPTION
 
Booking Holdings Inc. ("Booking Holdings" or the "Company") seeks to make it easier for everyone to experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant online reservation and related services. The Company offers its services through six primary consumer-facing brands: Booking.com, Priceline, agoda, Rentalcars.com, KAYAK and OpenTable. Through one or more of the Company's brands, consumers can: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties); make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a flight, cruise, vacation package, tour or activity. Consumers can also use the Company's meta-search services to easily compare travel reservation information, such as airline ticket, hotel reservation and rental car reservation information, from hundreds of online travel platforms at once. In addition, the Company offers various other services to consumers, travel service providers and restaurants, such as certain travel-related insurance products and restaurant management services.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation 
The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition.  All intercompany accounts and transactions have been eliminated in consolidation.   

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto.  Actual results may differ significantly from those estimates.  The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill, other long-lived tangible and intangible assets, the valuation of investments in private companies, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as allowance for doubtful accounts), customer chargeback provisions and the accrual of obligations for loyalty and other incentive programs.

Impact of COVID-19

In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, shelter-in-place orders, required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans. These government mandates have forced many of the customers on whom the Company’s business relies, including hotels and other accommodation providers, airlines and restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings, to file for bankruptcy protection or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns and economies, and the Company’s workforce, operations and customers.

The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. The Company’s financial results and prospects are almost entirely dependent on the sale of travel-related services. The Company’s results for the year ended December 31, 2020 have been materially and negatively impacted as compared to 2019 and 2018.

Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. With the spread of COVID-19 to all major regions and the discovery of new variants of the coronavirus, the Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic, during any resurgence of the pandemic and during the subsequent economic recovery, which could be an extended period of time.

86

Given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company's travel service provider and restaurant customers and marketing affiliates, the Company has increased its provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on receivables from and prepayments to its travel service provider and restaurant customers and marketing affiliates (see Note 7). Moreover, due to the high level of cancellations of existing reservations, the Company has incurred, and may continue to incur, higher than normal cash outlays to refund consumers for prepaid reservations, including certain situations where the Company has already transferred the prepayment to the travel service provider (see Note 3). Any material increase in the Company’s provision for expected credit losses and any material increase in cash outlays to refund consumers would have a corresponding adverse effect on the Company's results of operations and related cash flows.

As a result of the deterioration of the Company’s business due to the COVID-19 pandemic, the Company determined that a portion of its goodwill had experienced a decline in value at March 31, 2020 and recorded a significant impairment charge (see Note 11). In addition, the Company recorded a significant impairment charge at March 31, 2020 for one of the Company's long-term investments due to the impact of the COVID-19 pandemic on the business of the investee and the Company's estimate of the resulting decline in the value of the investment (see Notes 5 and 6). At September 30, 2020, the Company recorded an additional significant impairment charge to its goodwill (see Note 11). Even though no additional impairment indicators were identified as of December 31, 2020 for these assets, it is possible that the Company may have to record additional significant impairment charges in future periods.

See Note 12 for additional information about the Company’s existing debt arrangements, including $4.1 billion of debt issued in April 2020. The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, the Company’s ability to meet debt covenant requirements, the Company’s operating performance and the Company's credit ratings. If the Company’s credit ratings were to be downgraded, or financing sources were to ascribe higher risk to the Company's rating levels, the Company or its industry, the Company’s access to capital and the cost of any financing would be negatively impacted. There is no guarantee that additional debt financing will be available in the future to fund the Company’s obligations, or that it will be available on commercially reasonable terms, in which case the Company may need to seek other sources of funding.

The extent of the effects of the COVID-19 pandemic on the Company’s business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments. These include, but are not limited to, the severity, extent and duration of the COVID-19 pandemic, including as a result of any new variants of COVID-19 and any resurgences of the pandemic, and its impact on the travel and restaurant industries and consumer spending more broadly. Even if economic and operating conditions for the Company’s business improve, the Company cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to the Company’s operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.

In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic, the Company has taken actions to reduce the size of its workforce to optimize efficiency and reduce costs. See Note 20 for additional information.

Certain governments have passed or are considering legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. See Note 21 for additional information.

Change in Presentation and Reclassification
Certain amounts from prior periods have been reclassified to conform to the current year presentation, including the change in the presentation of marketing expenses disclosed later in this Note.

Fair Value of Financial Instruments
The Company's financial instruments, including cash, restricted cash, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments.  Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Notes 5, 6 and 12 for information related to fair value for investments, derivatives and the Company's outstanding senior notes.
 
87

Cash and Cash Equivalents
Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date.
 
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents are restricted through legal contracts or regulations. Restricted cash and cash equivalents at December 31, 2020, 2019 and 2018 principally relates to the minimum cash requirement for the Company's travel-related insurance business. The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in millions):  
December 31,
202020192018
As included in the Consolidated Balance Sheets:
Cash and cash equivalents$10,562 $6,312 $2,624 
Restricted cash and cash equivalents included in "Other current assets"20 20 21 
Total cash and cash equivalents and restricted cash and cash equivalents as
shown in the Consolidated Statements of Cash Flows		$10,582 $6,332 $2,645 

Investments
Investments held by the Company include debt securities and equity securities. Investments in debt or equity securities that include embedded features, such as conversion or redemption features, are analyzed by the Company to determine if these features are embedded derivatives that require separate accounting treatment. Payments made for investments are reported in "Purchase of investments" and proceeds received from sales or maturities of investments are reported in "Proceeds from sale and maturity of investments" in the Consolidated Statements of Cash Flows.

Debt Securities
The Company has classified its investments in debt securities as available-for-sale securities.  Preferred stock that is either mandatorily redeemable or redeemable at the option of the investor is considered a debt security for accounting purposes. These securities are reported at estimated fair value with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

For periods prior to January 1, 2020, investments in debt securities were considered to be impaired when a decline in fair value was judged to be other than temporary because the Company either intended to sell or it was more-likely-than not that it would be required to sell the impaired security before recovery. Once a decline in fair value was determined to be other than temporary, an impairment charge was recorded and a new cost basis in the investment was established.  If the Company did not intend to sell the debt security, but it was probable that the Company would not collect all amounts due, then only the impairment due to the credit risk would be recognized in net income and the remaining amount of the impairment would be recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

On January 1, 2020, the Company adopted the accounting standards update on the measurement of credit losses on financial instruments. Under the current accounting standard, if the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the Consolidated Statements of Operations. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for expected credit losses along with the related expense in the Consolidated Statements of Operations. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds the Company’s best estimate of the present value of cash flows expected to be collected.

The fair value of these investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Unobservable inputs are also used when little or no market data is available. See Note 6 for information related to fair value measurements.

88

The Company's investments in marketable debt securities are recognized based on the trade date. The marketable debt securities generally have a term of less than five years and are assessed for classification in the Consolidated Balance Sheets as short-term or long-term at the individual security level. Classification as short-term or long-term is based on the maturities of the securities, as applicable, and the Company's expectations regarding the timing of sales and redemptions. Investments of a strategic nature that have been made for the purpose of affiliation or potential business advantage or in connection with a commercial relationship are included in "Long-term investments" in the Consolidated Balance Sheets, except in situations where the Company expects the investment to be realized in cash, redeemed or sold within one year. The cost of marketable debt securities sold is determined using a first-in and first-out method.

Equity Securities
Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include marketable equity securities and equity investments without readily determinable fair values. Marketable equity securities are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations.

The Company holds investments in equity securities of private companies, over which the Company does not have the ability to exercise significant influence or control. The Company elected to measure these investments 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.

See Notes 5 and 6 for further information related to investments.

Accounts Receivable from Customers and Allowance for Expected Credit Losses
For periods prior to January 1, 2020, receivables from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect the Company's ability to collect from customers.

On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets. The Company has identified the relevant risk characteristics, of its customers and the related receivables and prepayments, which include the following: size, type (alternative accommodations vs. hotels) or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, the nature of competition, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic factors are considered. This is assessed at each quarter based on the Company’s specific facts and circumstances. See Note 7 for additional information.

Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation.  Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the term of the lease related to leasehold improvements, whichever is shorter.

Building Construction-in-progress
Building construction-in-progress is associated with the construction of Booking.com's future headquarters in the Netherlands and is included in "Property and equipment, net" in the Consolidated Balance Sheets. Depreciation of the building and its related components will commence once it is ready for the Company’s use.

Website and Internal-use Software Capitalization
Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software.  These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in
89

additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Cloud Computing Arrangements
The Company utilizes various third-party computer systems and third-party service providers, including global distribution systems ("GDSs") 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 and accounting systems. For periods beginning after December 31, 2018, implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported as "Information technology" in the Company's Consolidated Statements of Operations.

Leases
On January 1, 2019, the Company adopted Accounting Standards Codification ("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").

Under the current lease standard, the Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space, data centers and land for Booking.com's future headquarters. For office space, data centers and land, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments.
The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement.
The Company recognizes lease expense on a straight-line basis over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically for inflation. Any change in payments due to changes in inflation rates are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges).
Most leases have one or more options to renew, with renewal terms that can extend the initial lease term for various periods up to 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 future headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date. The Company considered the initial term of the land lease to be its expected period of use.
"Operating lease assets" in the Consolidated Balance Sheets includes the land-use rights related to payment in 2016 for the land lease for Booking.com's future headquarters as described above. The land-use rights are amortized on a straight-line basis over its expected period of use. This expense is recorded as lease expense in "General and administrative" expense in the Consolidated Statements of Operations. See Notes 10 and 16 for further information.

Goodwill
The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.  Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.  The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition.
 
Goodwill is not subject to amortization and is tested annually for impairment and when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The Company tests goodwill at a reporting unit level.  The fair value of the reporting unit is compared to its carrying value,
90

including goodwill.  Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies) and based on market participant assumptions.  For periods prior to January 1, 2020, an impairment was recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. The Company adopted the accounting standards update on goodwill impairment in the first quarter of 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. See Note 11 for further information.

Impairment of Long-lived Assets
The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group.  The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.

Foreign Currency Translation
The functional currency of the Company's subsidiaries is generally the respective local currency.  For 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 Company's Consolidated Balance Sheets.  Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.

Derivative Financial Instruments
As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flows and financial position.  These market risks include, but are not limited to, fluctuations in foreign currency exchange rates.  For the Company's international operations, the primary foreign currency exposures are in Euros and British Pounds Sterling, in which the Company conducts a significant portion of its business activities.  As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation.  Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income.
 
The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international operations into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply.  These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company reports the fair value of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. See Note 6 for further information related to these derivative instruments.
 
The Company, from time to time in the past, has utilized derivative instruments to hedge the impact of changes in foreign currency exchange rates on the net assets of its foreign subsidiaries. These derivative instruments were designated as net investment hedges.  Hedge ineffectiveness was assessed and measured based on changes in forward exchange rates.  The Company recorded gains and losses on these derivative instruments as foreign currency translation adjustments, which offset a portion of the foreign currency translation adjustments related to the foreign subsidiaries' net assets.  Gains and losses on these derivative instruments were recognized in the Consolidated Balance Sheets in "Accumulated other comprehensive loss" and will be realized upon a partial sale or liquidation of the investment.  
 
The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations.  The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties. 

91

Non-derivative Instrument Designated as Net Investment Hedge
The foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statement of Operations. See Notes 12 and 14 for further information related to the net investment hedge.

Revenue Recognition

On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using a modified retrospective method applied to all contracts as of January 1, 2018. The Company recorded a net increase to its retained earnings of $189 million, net of tax, as of January 1, 2018, due to the cumulative impact of adopting the current revenue recognition standard, with substantially all of the impact related to the Company’s online travel reservation services. Under the current revenue recognition standard, the Company recognizes revenue for travel reservation services when the travel begins rather than when the travel is completed.

Online travel reservation services
Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company’s platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to the Company. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of sales incentives, "no show" cancellations (where the traveler has not cancelled the reservation but does not arrive on the scheduled reservation date) and "late" cancellations (where the travel service provider accepts a cancellation after its cancellation cut-off date). Estimates for cancellations and sales incentives are based on historical experience and current trends. Coupons are recorded as a reduction of the transaction price, generally at the time they are redeemed. The local occupancy taxes, general excise taxes, value-added taxes, sales taxes and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations.  
Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These services are classified into two categories:

•Agency revenues are derived from travel-related transactions where the Company does not facilitate payments from travelers for the services provided. The Company invoices the travel service providers for its commissions in the month that travel is completed. Agency revenues consist almost entirely of travel reservation commissions. Substantially all of the Company's agency revenue is from Booking.com agency accommodation reservations.

•Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with the Company's merchant reservations services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.

92

Advertising and Other Revenues
Advertising and other revenues are primarily recognized by KAYAK and OpenTable. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for reservation fees when diners are seated through its online restaurant reservation service and revenues for subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided.

Accrued Liabilities for Loyalty and Other Incentive Programs

See Note 3 for information related to accrued liabilities for loyalty and other incentive programs.

Deferred Revenue

See Note 3 for information related to deferred revenue.

Advertising Expenses
Marketing Expenses

The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations.

Marketing expenses consist of performance marketing expenses and brand marketing expenses. Performance marketing expenses are expenses generally measured by return on investment or an increase in bookings over a specified time period. These expenses consist primarily of the costs of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) other performance-based marketing and incentives. Performance marketing expenses are recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued performance marketing liabilities of $156 million and $333 million at December 31, 2020 and 2019, respectively. Brand marketing expenses are expenses incurred to build brand awareness over a specified time period. These expenses consist primarily of television advertising and online video and display advertising (including the airing of the Company's television advertising online), as well as other marketing expenses such as public relations and sponsorships. Brand marketing expenses are generally recognized as incurred with the exception of advertising production costs, which are deferred and expensed the first time the advertisement is displayed or broadcast.

In the year ended December 31, 2019 and prior periods, the Company's marketing expenses were presented in the Consolidated Statements of Operations as "Performance marketing" and "Brand marketing" expenses. In 2020, the Company changed the presentation of marketing expenses by combining "Performance marketing" and "Brand marketing" into "Marketing expenses" in the Consolidated Statement of Operations because of the increased convergence of performance marketing and brand marketing channels in areas including digital marketing and the Company's view of overall marketing expenditure as its investment in customer acquisition and retention. The change in presentation had no impact on
operating income or net income.

Sales and Other Expenses
Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) provisions for expected credit losses, primarily related to accommodation commission receivables and prepayments to certain customers; (3) fees paid to third parties that provide call center, website content translations and other services; (4) customer relations costs; (5) customer chargeback provisions and fraud prevention expenses associated with merchant transactions; and (6) insurance claim costs for the Company's travel-related insurance business.

Personnel
Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health and other benefits.  Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $333 million and $344 million at December 31, 2020 and 2019, respectively.
 
93

Stock-Based Compensation
Stock-based compensation expense related to performance share units, restricted stock units and stock options is recognized based on fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur.  The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock.  For performance share units with market conditions, the effect of the market condition is also considered in the determination of fair value on the grant date using Monte Carlo simulations. The fair value of employee stock options is determined using the Black-Scholes model.

The Company records stock-based compensation expense for performance-based awards using its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets).  The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable.
 
The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item when an option exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the Consolidated Statements of Cash Flows. 

See Note 4 for further information related to stock-based awards.

Government Grants and Other Assistance
The Company recognizes government grants in the financial statements when it is probable that the grant will be received and the Company will comply with the conditions of the grant. Government grants are recorded as a reduction in the related operating expense or the cost of the asset that they are intended to defray. The government grants received by the Company have principally been granted to defray personnel costs.

Information Technology 
Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and cloud computing costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company's services.

Restructuring and Other Exit Costs
The Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Nonretirement Postemployment Benefits, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with voluntary leaver schemes are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated.

Income Taxes 
The Company accounts for income taxes under the asset and liability method.  The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards.  Deferred taxes are classified as noncurrent in the balance sheet.
 
The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized.  The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies.  A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.  The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible.  In
94

determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required.

Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change.
 
The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon audit by the tax authorities.  Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement.  First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits.  Second, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.  Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. 

The Company adopted an accounting policy to treat taxes on global intangible low-taxed income ("GILTI") introduced by the U.S. Tax Cuts and Jobs Act (the "Tax Act") as period costs. See Note 15 for further details related to income taxes.

Contingencies
Loss contingencies (other than income tax-related contingencies) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments or other entities. Based on the Company's assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.

Segment Reporting
The Company historically determined that its primary brands constituted its operating segments. In 2019, reflecting changes to the management structure, the Company reorganized its operating segments from six to four operating segments by combining Booking.com with Rentalcars.com and KAYAK with OpenTable. The Company's Booking.com and Rentalcars.com operating segment represents a substantial majority of the Company's total revenues and operating income. The Company's operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting. For geographic information, see Note 18.
 
Recent Accounting Pronouncements Adopted
    
Simplifying the Test for Goodwill Impairment

The Financial Accounting Standards Board ("FASB") issued an accounting update to simplify the test for goodwill impairment. The revised guidance eliminates the previously required step two of the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the revised guidance, a goodwill impairment loss will be measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted this update in the first quarter of 2020 and applied it on a prospective basis (see Note 11 for additional information on the goodwill impairment tests performed in 2020).

Measurement of Credit Losses on Financial Instruments

The FASB issued an accounting update on the measurement of credit losses for certain financial assets measured at amortized cost 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 expected credit losses, (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell or the entity 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. The Company
95

adopted this update in the first quarter of 2020 and applied this update on a modified retrospective basis. Upon adoption of the new standard on January 1, 2020, the Company recorded a net decrease to its retained earnings of $3 million, net of tax. See Note 7 for additional information related to allowance for expected credit losses on accounts receivable and other financial assets and Note 5 for additional information related to investments in available-for-sale debt securities.

SEC Amendments to Regulation S-K

On November 19, 2020, the U.S. Securities and Exchange Commission issued final rules to amend Regulation S-K. These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021 and early adoption is permitted. The Company elected to adopt the amendments to Item 302 of Regulation S-K in their entirety, which eliminates the requirement to disclose, in these Consolidated Financial Statements, selected financial information for each quarter during the two most recent fiscal years, except in situations with certain retrospective changes.

Other Recent Accounting Pronouncements

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the FASB issued a new accounting update relating to convertible instruments and contracts in an entity’s own equity. For convertible instruments, the accounting update reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. The accounting update amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The accounting update also simplifies the diluted earnings per share calculation in certain areas.

For public business entities, the update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Entities are allowed to apply this update on either a full or modified retrospective basis. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this update.

Simplifying the Accounting for Income Taxes

The FASB issued a new accounting update relating to income taxes.  This update provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.  This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. 

The Company adopted this update on January 1, 2021 and applied the amendment related to franchise taxes that are partially based on income on a modified retrospective basis and all other amendments on a prospective basis. The adoption did not have a material impact on the Company's Consolidated Financial Statements. 

3.    REVENUE

Disaggregation of Revenue

Revenue by Type of Service

Approximately 88%, 87% and 87% of the Company's revenues for each of the years ended December 31, 2020, 2019 and 2018, respectively, relates to online accommodation reservation services. Revenue from all other sources of online travel reservation services and advertising and other revenues each individually represent less than 10% of the Company's total revenues for each year.
96


Revenue by Geographic Area

See Note 18 for the information related to revenue by geographic area.

Deferred Revenue

Cash payments received from travelers in advance of the Company completing its performance obligations are included in "Deferred merchant bookings" in the Company's Consolidated Balance Sheets and are comprised principally of amounts estimated to be payable to the travel service providers as well as the Company's estimated deferred revenue for its commission or margin and fees. The Company expects to complete its performance obligations within one year from the reservation date. The amounts are subject to refunds for cancellations.

The following table summarizes the activity of deferred revenue for online travel reservation services for the years ended December 31, 2020 and 2019 (in millions):
 Year Ended December 31,
20202019
Balance, beginning of year$220 $149 
Revenues recognized from the beginning balance (154)(134)
Cancellations(66)(15)
Payments received from travelers net of amounts estimated to be payable to travel
service providers and other changes		50 220 
Balance, end of year$50 $220 

Loyalty and Other Incentive Programs

The Company provides loyalty programs where participating consumers are awarded loyalty points on current transactions that can be redeemed in the future. At December 31, 2020 and 2019, liabilities for loyalty program incentives of $21 million and $80 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. The Company’s largest loyalty program is at OpenTable, where points can be redeemed for rewards such as 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 loyalty points that are expected to be redeemed is recognized as a reduction of revenue at the time the incentives are granted. In March 2018, OpenTable introduced a three-year time-based expiration for points earned by diners, which reduced its loyalty program liability by $27 million, with a corresponding increase to revenue. Unredeemed loyalty points existing as of the date of introduction of the expiration provision will expire during the three months ending March 31, 2021. Unredeemed loyalty points earned after the date of introduction of the expiration provision expire three years after they were earned. In 2020, the Company recorded a decrease of $28 million to the liability, primarily due to changes in estimates of the number of loyalty points expected to be redeemed prior to expiration, with a corresponding increase to revenue.

In addition to the loyalty programs, at December 31, 2020 and 2019, liabilities of $60 million and $22 million, respectively, for other incentive programs, such as referral bonuses, rebates, credits and discounts, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets.  During 2020, the Company offered additional rebates to customers meeting certain eligibility requirements under an incentive program at Booking.com. The eligibility requirements include the customer's enrollment in Booking.com's Genius Program (program features include special discounts offered by customers to frequent travelers) and Preferred Partner Program (program features include greater visibility for customers in search results for payment of higher commission) and timely payment of invoices. The additional rebates resulted in a reduction of revenue of $100 million during the year ended December 31, 2020 and a liability of $25 million at December 31, 2020.

Refunds to Travelers

Due to the high level of cancellations of existing reservations as a result of the COVID-19 pandemic (see Note 2), the Company has incurred, and may continue to incur, higher than normal cash outlays to refund travelers for prepaid reservations, including certain situations where the Company has already transferred the prepayment to the travel service provider. For the year ended December 31, 2020, the Company recorded a reduction in revenue of $44 million for refunds paid or estimated to be
97

payable to travelers where the Company agreed to provide free cancellation for certain non-refundable reservations without a corresponding estimated expected recovery from the travel service providers.

4.     STOCK-BASED COMPENSATION

The Company's 1999 Omnibus Plan, as amended and restated effective June 7, 2018, (the "1999 Plan") is the primary stock compensation plan from which broad-based employee, non-employee director and consultant equity awards may be made.  At December 31, 2020, there were 1,614,570 shares of common stock available for future grant under the 1999 Plan. In addition, under plans assumed in connection with various acquisitions, there were 52,192 shares of common stock available for future grant at December 31, 2020.
 
Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units and stock options. Performance share units and restricted stock units are payable in shares of the Company's common stock upon vesting. The Company issues shares of its common stock upon the exercise of stock options.
 
Stock-based compensation expense included in "Personnel" expenses in the Consolidated Statements of Operations was $233 million, $308 million and $317 million for the years ended December 31, 2020, 2019 and 2018, respectively.  The related tax benefit for stock-based compensation was $30 million, $38 million and $36 million for the years ended December 31, 2020, 2019 and 2018, respectively.  Stock-based compensation for the years ended December 31, 2020, 2019 and 2018 includes benefits of $71 million and $4 million, and a charge of $48 million, respectively, representing the impact of adjusting the estimated probable outcome at the end of the performance period for outstanding unvested performance share units.

Due to the impact of the COVID-19 pandemic (see Note 2), there was a significant decline in the estimated performance over the performance periods against the performance targets and consequently, a significant reduction in the number of shares that were probable to be issued as compared to December 31, 2019. As a result, the Company recognized a reduction in stock-based compensation expense of $73 million, which is included in "Personnel" expense in the Consolidated Statement of Operations for the year ended December 31, 2020. In 2020, considering pre-COVID-19 performance and the significant effect of the COVID-19 pandemic on Company performance and consequently on the number of shares that were probable to be issued to employees, the Company modified the performance-based awards granted in 2018 (other than the performance-based awards granted to executive officers and certain other employees) to fix the number of shares to be issued, subject to other vesting conditions. As a result, the Company incurred an additional stock-based compensation expense of $11 million to be recognized over the remaining requisite service period. In January 2021, the Company modified the performance-based awards granted in 2018 and 2019 to its executive officers, to fix the number of shares to be issued, subject to other vesting conditions. The modification, in the aggregate, will result in additional stock-based compensation expense of approximately $40 million, to be recognized over the remaining requisite service periods for the performance-based awards.

Restricted stock units and performance share units granted by the Company during the years ended December 31, 2020, 2019 and 2018 had aggregate grant-date fair values of $392 million, $380 million and $337 million, respectively.  Restricted stock units and performance share units that vested during the years ended December 31, 2020, 2019, and 2018 had aggregate fair values at vesting of $358 million, $373 million and $415 million, respectively. At December 31, 2020, there was $384 million of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 1.9 years.

Stock options granted by the Company during the year ended December 31, 2020 had an aggregate grant-date fair value of $79 million. At December 31, 2020, there was $57 million of estimated total future stock-based compensation expense related to unvested stock options to be recognized over a weighted-average period of 2.2 years.

98

Restricted Stock Units

The Company makes broad-based grants of restricted stock units that generally vest during a period of one- to three-years, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability.

The following table summarizes the activity of restricted stock units for employees and non-employee directors during the year ended December 31, 2020: 
Restricted Stock UnitsSharesWeighted-average Grant-date Fair Value
Unvested at December 31, 2019256,745 $1,801 
Granted222,977 $1,659 
Vested(130,684)$1,822 
Forfeited(43,079)$1,737 
Unvested at December 31, 2020305,959 $1,697 
 
Performance Share Units

The Company grants performance share units to executives and certain other employees, which generally vest at the end of a three-year period, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. The number of shares that ultimately vest depends on achieving certain performance metrics or performance goals, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.

The following table summarizes the activity of performance share units for employees during the year ended December 31, 2020:
Performance Share UnitsSharesWeighted-average Grant-date Fair Value
Unvested at December 31, 2019216,083 $1,835 
Granted9,040 $2,498 
Vested(82,023)$1,741 
Performance Shares Adjustment *(49,775)$1,944 
Forfeited(8,847)$1,829 
Unvested at December 31, 202084,478 $1,930 
*Probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications.
99

The following table summarizes the estimated vesting, as of December 31, 2020, of performance share units granted in 2020, 2019 and 2018, net of forfeiture and vesting since the respective grant dates:
Performance Share Units, by grant year202020192018
Shares probable to be issued 9,040 40,843 34,595 
Shares not subject to the achievement of minimum performance thresholds— 40,843 N/A*
Shares that could be issued if maximum performance thresholds are met18,080 108,522 N/A*
* The performance period for the performance share units granted in 2018 ended on December 31, 2020.

Stock Options

In May 2020, the Company granted stock options that vest in March 2023, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. No stock options were granted to the executive officers of the Company. Stock options granted or assumed in acquisitions generally have a term of 10 years from the grant date. The fair value of stock options granted is estimated on the grant date using the Black-Scholes option pricing model and is affected by assumptions regarding a number of complex and subjective variables. The use of an option pricing model requires the use of several assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term. Expected volatility is based on the Company’s historical volatility over the expected term of the option and implied volatility of publicly traded options of the Company’s common stock. The expected term of the options represents the estimated period of time until option exercise. Since the Company has limited historical stock option exercise experience, the Company used the simplified method in estimating the expected term, which is calculated as the average of the sum of the vesting term and the original contractual term of the options. The risk-free interest rate is based on U.S. Treasury zero-coupon issues at the time of grant for the expected term of the option.

The following table summarizes the assumptions used to value option grants granted during the year ended December 31, 2020 using the Black-Scholes options pricing model:
Black-Scholes assumptions
Risk-free interest rate0.56 %
Expected term in years6.4
Expected stock price volatility33.8 %
Expected dividend yield0 %

The following table summarizes the activity for stock options during the year ended December 31, 2020:
Employee Stock OptionsNumber of SharesWeighted-average
Exercise Price		Aggregate
Intrinsic Value (in millions)		Weighted-average Remaining Contractual Term (in years)
Balance, December 31, 201915,122 $484 $24 2.6
Granted163,494 $1,411 
Exercised(13,217)$466 
Forfeited(12,653)$1,411 
Balance, December 31, 2020152,746 $1,401 $126 9.3
Exercisable at December 31, 20201,954 $660 $3 2.1

Stock options granted by the Company during the year ended December 31, 2020 had a weighted-average grant-date fair value per option of $485. The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $15 million, $20 million and $5 million, respectively.

100

5.    INVESTMENTS
The following table summarizes, by major security type, the Company's investments at December 31, 2020 (in millions):
 
 CostGross
Unrealized
Gains
/Upward Adjustments		Gross
Unrealized
Losses
/Downward Adjustments		Carrying Value
Short-term investments:
Debt securities:
Trip.com Group convertible debt securities $500 $1 $— $501 
Long-term investments:
Investments in private companies:
  Debt securities$200 $— $— $200 
  Equity securities552 3 (100)455 
Other long-term investments:
  Debt securities:
Trip.com Group convertible debt securities25 — (1)24 
  Equity securities463 2,617 — 3,080 
Total$1,240 $2,620 $(101)$3,759 

The following table summarizes, by major security type, the Company's investments at December 31, 2019 (in millions): 
prvCostGross
Unrealized
Gains
/Upward Adjustments		Gross
Unrealized
Losses
/Downward Adjustments		Carrying Value
Short-term investments:
Debt securities:
International government securities$109 $— $— $109 
U.S. government securities138 — — 138 
Corporate debt securities751 1 (1)751 
Total$998 $1 $(1)$998 
Long-term investments:
Investments in private companies:
  Debt securities$250 $— $— $250 
  Equity securities501 — — 501 
Other long-term investments:
  Debt securities:
International government securities68 — — 68 
U.S. government securities136 — (1)135 
Corporate debt securities963 2 (2)963 
Trip.com Group convertible debt securities 775 — (8)767 
  Equity securities1,117 684 (8)1,793 
Total$3,810 $686 $(19)$4,477 


101


Investments in Government and Corporate Debt Securities

The Company has classified its investments in international government securities, U.S. government securities and corporate debt securities as available-for-sale securities. During the year ended December 31, 2020, the Company realized $2.2 billion in cash from sales and maturities of its investments in government and corporate debt securities.

Investments in Trip.com Group

At December 31, 2020, the Company had $525 million invested in convertible senior notes issued at par value by Trip.com Group including $25 million six-year convertible senior notes issued in September 2016 and $500 million ten-year convertible senior notes issued in December 2015. The $500 million convertible senior notes include a put option allowing the Company, at its option, to require a prepayment in cash from Trip.com Group at the end of the sixth year of the note. The $500 million convertible senior notes were classified as "Short-term investments" in the Consolidated Balance Sheet at December 31, 2020 as the Company expects to exercise the put option and redeem the investment. In May 2020, the Company's May 2015 investment of $250 million in Trip.com Group's convertible senior notes was repaid upon maturity.

The Company determined that the economic characteristics and risks of the put option related to the $500 million convertible senior notes are clearly and closely related to the notes, and therefore did not meet the requirement for separate accounting as embedded derivatives. 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 conversion feature associated with the $25 million convertible senior notes meets the definition of an embedded derivative that requires separate accounting. The embedded derivative is bifurcated for fair value measurement purposes only and is reported in the Consolidated Balance Sheets with its host contract in "Long-term investments." The mark-to-market adjustments of the embedded derivative are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.

At December 31, 2019, the Company had $655 million invested in Trip.com Group American Depositary Shares ("ADSs") with a fair value of $726 million, which is reported in "Long-term investments" in the Consolidated Balance Sheet. During the year ended December 31, 2020, the Company sold its entire investment in these ADSs for $525 million. "Other income (expense), net" in the Consolidated Statements of Operations includes a net realized loss of $201 million, a net unrealized gain of $141 million and a net unrealized loss of $368 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to these ADSs.

Investment in Meituan

In 2017, the Company invested $450 million in preferred shares of Meituan, the leading e-commerce platform for local services in China. The investment has been converted to ordinary shares and classified as a marketable equity security since Meituan's initial public offering in 2018. The investment had a fair value of $3.1 billion and $1.1 billion at December 31, 2020 and 2019, respectively, which is included in "Long-term investments" in the Consolidated Balance Sheets. Net unrealized gains of $2.0 billion, $602 million and $1 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to this investment, are included in "Other income (expense), net" in the Consolidated Statements of Operations.
Investments in Private Companies
Equity Securities without Readily Determinable Fair Values

The Company had $501 million invested in equity securities of private companies at December 31, 2019, including $500 million invested in Didi Chuxing. Considering the impact of the COVID-19 pandemic (see Note 2), the Company performed an impairment analysis, as of March 31, 2020, on the investment in Didi Chuxing. The Company recognized an impairment charge of $100 million during the three months ended March 31, 2020, resulting in an adjusted carrying value of $400 million at March 31, 2020 and December 31, 2020 (see Note 6). No additional impairment indicators were identified as of December 31, 2020.

In 2020, the Company changed its classification as a debt security of an investment in the preferred shares of a private company due to changes in the redemption features of the preferred shares. As of December 31, 2020, the investment is classified as an equity security and had a carrying value of $51 million. These equity 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 Consolidated Balance Sheets.
102


Debt Securities

The Company had $200 million and $250 million invested in preferred shares of private companies, including Grab Holdings Inc. ("Grab"), with an aggregate estimated fair value of $200 million and $250 million at December 31, 2020 and 2019, respectively. The investment in Grab is classified as a debt security for accounting purposes and categorized as available-for-sale. 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 certain points of time. The investment is reported at estimated fair value in "Long-term investments" in the Company's Consolidated Balance Sheets, with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. As discussed above in "Equity Securities without Readily Determinable Fair Values", in 2020, the Company changed its classification of an investment that was previously accounted as a debt security.

6.    FAIR VALUE MEASUREMENTS
 
Financial assets and liabilities carried at fair value at December 31, 2020 and nonrecurring fair value measurements are classified in the categories described in the tables below (in millions):
 Level 1Level 2Level 3Total
Recurring fair value measurements
ASSETS:    
Cash equivalents and restricted cash equivalents:
Money market fund investments$10,208 $— $— $10,208 
Time deposits and certificates of deposit32 — — 32 
Short-term investments:
Trip.com Group convertible debt securities— 501 — 501 
Long-term investments:
Investments in private companies:
Debt securities— — 200 200 
Other long-term investments:
Trip.com Group convertible debt securities — 24 — 24 
Equity securities3,080 — — 3,080 
Derivatives:
Foreign currency exchange derivatives— 9 — 9 
Total assets at fair value$13,320 $534 $200 $14,054 
LIABILITIES
Foreign currency exchange derivatives$— $7 $— $7 
Nonrecurring fair value measurements
Investments in equity securities of private companies (1)
$— $— $404 $404 
Goodwill of the OpenTable and KAYAK reporting unit (2)
— — 1,000 1,000 
Total nonrecurring fair value measurements$— $— $1,404 $1,404 
(1) At March 31, 2020, the investment in Didi Chuxing was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5).
(2) At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. At September 30, 2020, the goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million (see Note 11).
103


Financial assets and liabilities carried at fair value at December 31, 2019 are classified in the categories described in the tables below (in millions):
 Level 1Level 2Level 3Total
Recurring fair value measurements
ASSETS:    
Cash equivalents and restricted cash equivalents:
Money market fund investments$5,734 $— $— $5,734 
Corporate debt securities— 2 — 2 
Time deposits and certificates of deposit29 — — 29 
Short-term investments:    
International government securities— 109 — 109 
U.S. government securities— 138 — 138 
Corporate debt securities— 751 — 751 
Long-term investments:
Investments in private companies:
Debt securities— — 250 250 
Other long-term investments:
International government securities— 68 — 68 
U.S. government securities— 135 — 135 
Corporate debt securities— 963 — 963 
Trip.com Group convertible debt securities — 767 — 767 
Equity securities1,793 — — 1,793 
Derivatives:
Foreign currency exchange derivatives— 12 — 12 
Total assets at fair value$7,556 $2,945 $250 $10,751 
LIABILITIES
Foreign currency exchange derivatives$— $5 $— $5 

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

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

The valuation of investments in corporate debt securities, U.S. and international government securities and Trip.com Group 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 these investments.  A market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace. 

104

Investments in private companies measured using Level 3 inputs

The Company’s investments measured using Level 3 inputs primarily consist of preferred stock investments in privately-held companies that are classified as either debt securities or equity securities without readily determinable fair values. Fair values of privately held securities are estimated using a variety of valuation methodologies, including both market and income approaches. The Company has used valuation techniques appropriate for the type of investment and the information available about the investee as of the valuation date to determine fair value. Recent financing transactions in the investee, such as new investments in preferred stock, are generally considered the best indication of the enterprise value and therefore used as a basis to estimate fair value. However, based on a number of factors, such as the proximity in timing to the valuation date or the volume or other terms of these financing transactions, the Company may also use other valuation techniques to supplement this data, including the income approach. In addition, an option-pricing model (“OPM”) is utilized to allocate value to the various classes of securities of the investee, including the class owned by the Company. The model includes assumptions around the investees' expected time to liquidity and volatility.

The Company's investment in Grab, which is classified as a debt security for accounting purposes, had an aggregate estimated fair value of $200 million at December 31, 2020 and 2019. The Company measured this investment using Level 3 inputs and 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.

For the investment in equity securities of Didi Chuxing, considering the impact of the COVID-19 pandemic, the Company performed an impairment analysis as of March 31, 2020 resulting in an adjusted carrying value of $400 million at March 31, 2020 and December 31, 2020. No additional impairment indicators were identified as of December 31, 2020. As discussed below, the Company used unobservable inputs in order to determine fair value. The Company used an income approach in estimating the fair value of Didi Chuxing as of March 31, 2020. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on a company’s weighted-average cost of capital, and is adjusted to reflect the risks inherent in its cash flows. The key unobservable inputs and ranges used include the weighted average cost of capital (12%-14%), terminal EBITDA multiple (13x-15x), volatility (60%-70%) and an estimated time to liquidity of 4 years. Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. Generally, a change in the assumption used for terminal EBITDA multiples would result in a directionally similar change in the fair value and a change in the assumption used for weighted average cost of capital or volatility would result in a directionally opposite change in the fair value.

The determination of the fair values of investments, where the Company is a minority shareholder and has access to limited information from the investee, reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding the investee’s expected growth rates and operating margin, expected length and severity of the impact of the COVID-19 pandemic on the investee and the shape and timing of the subsequent recovery, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than those judgments and estimates utilized in the fair value estimate. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the valuation, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery and the overall impact on the investee’s business, which may result in a need to recognize an additional impairment charge that could have a material adverse effect on the Company's results of operations.

Derivatives

The Company's derivative instruments are valued using pricing models.  Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and foreign currency exchange rates. The valuation of derivatives are considered "Level 2" fair value measurements. The Company's derivative instruments are typically short-term in nature.

In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations.  The Company mitigates these risks by following established risk management policies and procedures, including the use of derivatives.  The Company enters into foreign currency forward contracts to hedge its exposure to the impact of movements in foreign currency exchange rates on its transactional balances denominated in currencies other than the functional currency. In periods prior to the second quarter of 2020, the Company also entered into foreign currency derivative contracts to hedge translation risks from short-term foreign currency exchange rate fluctuations for the Euro, British Pound Sterling and certain other currencies versus the U.S. Dollar. Since the first quarter of 2020, the Company has not entered into such derivative
105

instruments as the impact of the COVID-19 pandemic on the Company’s operating results are highly uncertain. The Company does not use derivatives for trading or speculative purposes.

The Company reports the fair values of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair values of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and cash flow impacts, if any, are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. As of December 31, 2020 and 2019, the Company did not designate any derivatives as hedges for accounting purposes.

The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at December 31, 2020 and 2019 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheet.
 December 31, 2020December 31, 2019
Estimated fair value of derivative assets$9 $12 
Estimated fair value of derivative liabilities7 5 
Notional amount:
 Foreign currency purchases898 1,770 
 Foreign currency sales839 901 

The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 is as follows (in millions):
For the Year Ended December 31,
202020192018
Losses on foreign currency exchange derivatives $31 $19 $44 

Other Financial Assets and Liabilities

At December 31, 2020 and 2019, the Company's cash consisted of bank deposits.  Cash equivalents principally include money market fund investments, time deposits and certificates of deposit. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these items. Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Note 12 for the estimated fair value of the Company's outstanding senior notes and Note 5 for information related to an embedded derivative associated with the $25 million Trip.com Group convertible notes issued in 2016.

Goodwill

See Note 11 for nonrecurring fair value measurements related to the goodwill impairment test.
106

7.     ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS
 
Accounts receivable in the Consolidated Balance Sheets at December 31, 2020 and 2019 includes receivables from customers of $510 million and $1.2 billion, respectively, and receivables from marketing affiliates of $32 million and $110 million, respectively. The remaining balance principally relates to receivables from third-party payment processors. In addition, the Company had prepayments to certain customers of $107 million and $232 million at December 31, 2020 and 2019, respectively, which are included in "Prepaid expenses, net," and $45 million at December 31, 2020, which is included in "Other assets, net" in the Consolidated Balance Sheets. The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses.

For periods prior to January 1, 2020, receivables from customers were recorded at the original invoiced amounts net of an allowance for doubtful accounts. On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets.

The Company records a provision for expected credit losses on receivables from customers and marketing affiliates. The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): 
 For the Year Ended December 31,
 202020192018
Balance, beginning of year$49 $51 $35 
Provision charged to earnings216 69 79 
Write-offs and adjustments(116)(70)(62)
Foreign currency translation adjustments17 (1)(1)
Balance, end of year$166 $49 $51 

The allowance for expected credit losses on receivables as of December 31, 2020 includes a portion of the amounts related to refunds paid or payable to certain travelers without a corresponding estimated expected recovery from the travel service providers, primarily due to the impact of the COVID-19 pandemic (see Note 3). For the year ended December 31, 2020, the Company recorded a reduction in revenue of $37 million for such refunds, which is included in "Provision charged to earnings" in the table above.

In addition, the Company recorded an allowance for expected credit losses on prepayments to certain customers of $55 million and $6 million at December 31, 2020 and 2019, respectively, which are included in "Prepaid expenses, net" and "Other assets, net", as applicable, in the Consolidated Balance Sheets. For the year ended December 31, 2020, the Company recorded expected credit loss expenses of $51 million for the prepayments, which is included in "Sales and other expenses" in the Consolidated Statement of Operations.

Due to the impact of the COVID-19 pandemic (see Note 2), given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company’s travel service provider and restaurant customers and marketing affiliates, the Company has increased its allowance for expected credit losses on receivables from and prepayments to its customers and marketing affiliates. Expected credit loss expenses included in "Sales and other expenses" in the Consolidated Statements of Operations, increased from $69 million for the year ended December 31, 2019 to $230 million for the year ended December 31, 2020. Significant judgments and assumptions are required to estimate the allowance for expected credit losses on receivables from and prepayments to customers and such assumptions may change in future periods, particularly the assumptions related to the impact of the COVID-19 pandemic on the business prospects and financial condition of customers and the Company’s ability to collect the receivable or recover the prepayment.

8.    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
107

based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive.
 
The Company's convertible notes have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option.  Under the treasury stock method, if the conversion prices for the convertible notes exceed the Company's average stock price for the period, the convertible notes generally have no impact on diluted net income per share. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method.

A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): 
 For the Year Ended December 31,
 202020192018
Weighted-average number of basic common shares outstanding40,974 43,082 47,446 
Weighted-average dilutive stock options, restricted stock units and performance share units
158 203 236 
Assumed conversion of convertible senior notes28 224 335 
Weighted-average number of diluted common and common equivalent shares outstanding
41,160 43,509 48,017 

For the year ended December 31, 2020, 125,000 potential common shares related to stock options and restricted stock units were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the year.

9.    PROPERTY AND EQUIPMENT, NET
 
Property and equipment, net at December 31, 2020 and 2019 consist of the following (in millions):
 
 20202019Estimated
Useful Lives
(years)
Computer equipment$746 $736 
2 to 6 years
Capitalized software565 442 
2 to 5 years
Leasehold improvements 278 265 
1 to 15 years
Office equipment, furniture and fixtures 63 61 
2 to 8 years
Building construction-in-progress257 161 
Total1,909 1,665  
Less: Accumulated depreciation (1,153)(927) 
Property and equipment, net$756 $738  

Depreciation expense was $291 million, $294 million and $248 million for the years ended December 31, 2020, 2019 and 2018, respectively. Additions to capitalized software during the years ended December 31, 2020, 2019 and 2018 were $144 million, $109 million and $103 million, respectively.

10.    LEASES

The Company has operating leases for office space, data centers and the land for Booking.com's future headquarters (see Note 16). The Company’s weighted-average discount rate was approximately 2.2% and 2.0% as of December 31, 2020 and 2019, respectively. The weighted-average remaining lease terms were approximately 8.1 years and 7.8 years as of December 31, 2020 and 2019, respectively.

108

The Company recognized the following related to operating leases in its Consolidated Balance Sheets at December 31, 2020 and 2019 (in millions):
December 31,
Classification in Consolidated Balance Sheet20202019
Operating lease assetsOperating lease assets$529 $620 
Lease Liabilities:
Current operating lease liabilities
Accrued expenses and other current liabilities$159 $161 
Non-current operating lease liabilitiesOperating lease liabilities366 462 
Total operating lease liabilities$525 $623 
The Company recognized the following related to operating leases in its Consolidated Statements of Operations (in millions):
Year Ended December 31,
Classification in Consolidated Statement of Operations20202019
Lease expense General and administrative and Information technology$194 $183 
Variable lease expense
General and administrative and Information technology46 56 
Less: Sublease income
General and administrative(2)(2)
Total lease expense, net of sublease income
$238 $237 

For the year ended December 31, 2018, the Company recognized lease expense of $149 million under ASC 840.

As of December 31, 2020, the operating lease liabilities will mature over the following periods (in millions):
2021$168 
2022122 
202374 
202450 
202535 
Thereafter136 
Total remaining lease payments$585 
Less: Imputed interest(60)
Total operating lease liabilities$525 
As of December 31, 2020, 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 leases will commence in 2021 with lease terms of up to 7.5 years and will be recognized upon lease commencement. In addition, the Company entered into an agreement to sign a future lease in the city of Manchester in the United Kingdom for the future headquarters of Rentalcars.com (see Note 16).
Supplemental cash flow information related to operating leases is as follows (in millions):
Year Ended December 31,
20202019
Cash paid for amounts included in the measurement of lease liabilities$200 $189 
Operating lease assets obtained in exchange for lease liabilities67 155 
"Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease expense from the amortization of the operating lease assets.

109

11.    GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS
 
A substantial portion of the Company's intangible assets and goodwill relates to the acquisitions of OpenTable and KAYAK.

Goodwill

The changes in the balance of goodwill for the years ended December 31, 2020 and 2019 consist of the following (in millions): 
 20202019
Balance, beginning of year $2,913 $2,910 
Acquisitions— 7 
Impairments(1,062)— 
Foreign currency translation adjustments44 (4)
Balance, end of year (1)
$1,895 $2,913 
 
(1) The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.
Interim Goodwill Impairment Test
Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), the Company performed an interim period goodwill impairment test at March 31, 2020. Under the current goodwill impairment standard adopted in the first quarter of 2020, a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill (see Note 2).
As of March 31, 2020, the estimated fair value of each of the Company’s reporting units, except the OpenTable and KAYAK reporting unit, exceeded its respective carrying value. For the OpenTable and KAYAK reporting unit, the Company recognized a goodwill impairment charge of $489 million for the three months ended March 31, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.5 billion at March 31, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted near-term cash flows of OpenTable and KAYAK as well as the significant decline in comparable companies' market values as a result of the COVID-19 pandemic.
The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying the recent decline in enterprise values of comparable publicly-traded companies to the recently calculated fair value for OpenTable and KAYAK, as well as applying comparable company multiples).
The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. In the cash flow projections, the Company assumed that OpenTable and KAYAK will experience a significant decline in near-term cash flows with a recovery to 2019 levels of financial performance (including profitability) occurring in 2023. The shape and timing of the recovery was a key assumption in the fair value calculation (both in the income and market approaches).
Annual Goodwill Impairment Test
As of September 30, 2020, the Company performed its annual goodwill impairment test. Other than the OpenTable and KAYAK reporting unit, the fair values of the Company’s reporting units exceeded their respective carrying values.
For the OpenTable and KAYAK reporting unit, the Company recognized a goodwill impairment charge of $573 million for the three months ended September 30, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.0 billion at September 30, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted cash flows of OpenTable and KAYAK, reflecting a longer assumed recovery period to 2019 levels of profitability, mainly due to the continued material adverse impact of the COVID-19 pandemic, including its impact on the flight vertical at KAYAK, and the lowered outlook for monetization opportunities in restaurant reservation services.
The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying comparable company multiples).
110

The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. The income approach, applied as of September 30, 2020, reflected a reduction in the forecasted cash flows of OpenTable and KAYAK and a longer assumed recovery period to 2019 levels of profitability, driven primarily by a lowered outlook for monetization opportunities in restaurant reservation services and slower than previously expected recovery trends for airline travel, which is a key vertical for KAYAK. For the interim goodwill impairment test at March 31, 2020, the Company expected a recovery to 2019 levels of financial performance occurring in 2023 for OpenTable and KAYAK. Based on the Company's evaluation of all relevant information available as of September 30, 2020 for the annual goodwill impairment test, the Company expected that OpenTable and KAYAK would not return to the 2019 level of profitability within the next five years, and that it was uncertain whether the shape of the recovery would ultimately match the Company’s expectations. An increase or decrease of one percentage point to the profitability growth rates used in the cash flow projections would result in an increase or decrease of approximately $100 million to the estimated fair value of OpenTable and KAYAK as of September 30, 2020. The discount rate is determined based on the reporting unit’s estimated weighted- average cost of capital and adjusted to reflect the risks inherent in its cash flows, which requires significant judgments. The discount rate used for the annual goodwill impairment test as of September 30, 2020 is higher than the discount rate used for the interim goodwill impairment test as of March 31, 2020. If the discount rate used in the income approach increases or decreases by 0.5%, the impact to the estimated fair value of OpenTable and KAYAK, at September 30, 2020, ranges from a decrease of approximately $65 million to an increase of approximately $70 million.
The estimation of fair value reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding OpenTable and KAYAK’s expected growth rates and operating margin, expected length and severity of the impact from the COVID-19 pandemic, the shape and timing of the subsequent recovery and the competitive environment, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than the judgments and estimates used to estimate fair value. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the current forecast disclosed above, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery, which may result in a need to recognize an additional goodwill impairment charge that could have a material adverse effect on the Company's results of operations.
No additional impairment indicators were identified as of December 31, 2020.

Intangible Assets and Other Long-lived Assets

The Company's intangible assets at December 31, 2020 and 2019 consist of the following (in millions):
 December 31, 2020December 31, 2019 
 Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount		Amortization
Period
Supply and distribution
agreements		$1,136 $(552)$584 $1,100 $(472)$628 
3 - 20 years
Technology174 (144)30 170 (129)41 
2 - 7 years
Internet domain names44 (37)7 40 (32)8 
5 - 20 years
Trade names1,824 (633)1,191 1,811 (534)1,277 
4 -20 years
Other intangible assets2 (2)— 2 (2)— 
Up to 15 years
Total intangible assets$3,180 $(1,368)$1,812 $3,123 $(1,169)$1,954  
 
Intangible assets are amortized on a straight-line basis.  Amortization expense was $167 million, $175 million and $178 million for the years ended December 31, 2020, 2019 and 2018, respectively.

111

The estimated annual amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in millions):
 
2021$163 
2022160 
2023158 
2024157 
2025152 
Thereafter1,022 
 $1,812 

The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), at March 31, 2020, the Company performed the recoverability test of its long-lived assets and concluded that there was no impairment. At September 30, 2020, for OpenTable and KAYAK, the Company performed the recoverability test of its long-lived assets due to additional impairment indicators and concluded that there was no impairment. At December 31, 2020, no additional impairment indicators were identified for the Company's long-lived assets.
 
12.     DEBT

Revolving Credit Facility

In August 2019, the Company entered into a $2.0 billion five-year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to either (i) the London Inter-bank Offer Rate, or if such London Inter-bank Offer Rate is no longer available, the agreed alternate rate of interest ("LIBOR") (but no less than 0%) for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50%; or (ii) for U.S. Dollar-denominated loans only, the sum of (x) the greatest of (a) JPMorgan Chase Bank, N.A.'s prime lending rate, (b) the U.S. federal funds rate plus 0.50% and (c) LIBOR (but no less than 0%) for an interest period of one month plus 1.00%, plus (y) an applicable margin ranging from 0% to 0.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.07% to 0.20%.

The revolving credit facility provides for the issuance of up to $80 million of letters of credit as well as borrowings of up to $100 million on same-day notice, referred to as swingline loans. Other than swingline loans, which are available only in U.S. Dollars, borrowings and letters of credit under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility can be used for working capital and general corporate purposes, including acquisitions, share repurchases and debt repayments. At December 31, 2020 and 2019, there were no borrowings outstanding and $4 million and $5 million of letters of credit issued under this revolving credit facility, respectively.

Upon entering into this revolving credit facility, the Company terminated its prior $2.0 billion five-year revolving credit facility entered into in June 2015. During the six months ended June 30, 2019, the Company made short-term borrowings under the prior revolving credit facility totaling $400 million with a weighted-average interest rate of 3.5%, which were repaid prior to June 30, 2019.

The current revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow thereunder. In April 2020, the Company amended the revolving credit facility, pursuant to which the maximum leverage ratio covenant was suspended through and including the three months ending March 31, 2021, and was replaced with a $4.5 billion minimum liquidity covenant based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility. In October 2020, the Company further amended the revolving credit facility to extend the suspension of the maximum leverage ratio covenant and the related replacement with the minimum liquidity covenant through and including the three months ending March 31, 2022 and increase the permitted maximum leverage ratio from and including the three months ending June 30, 2022 through and including the three months ending March 31, 2023. The Company agreed not to declare or make any cash distribution and not to repurchase any of its shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, it has at least $6.0 billion of liquidity on
112

a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility and (ii) after the delivery of financial statements for the three months ending June 30, 2022, it is in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or the Company has the ability to terminate this restriction earlier if it demonstrates compliance with the original maximum leverage ratio covenant in the revolving credit facility. Beginning with the three months ending June 30, 2022, the minimum liquidity covenant will cease to apply and the maximum leverage ratio covenant, as increased, will again be in effect.

Outstanding Debt
 
Outstanding debt at December 31, 2020 consists of the following (in millions):
 
December 31, 2020Outstanding
Principal
Amount		Unamortized Debt
Discount and Debt
Issuance Cost		Carrying
Value
Current Liabilities:
0.9% Convertible Senior Notes due September 2021
$1,000 $(15)$985 
Long-term debt:
0.8% (€1 Billion) Senior Notes due March 2022
$1,223 $(1)$1,222 
2.15% (€750 Million) Senior Notes due November 2022
919 (4)915 
2.75% Senior Notes due March 2023
500 (1)499 
2.375% (€1 Billion) Senior Notes due September 2024
1,223 (7)1,216 
3.65% Senior Notes due March 2025
500 (2)498 
4.1% Senior Notes due April 2025
1,000 (5)995 
0.75% Convertible Senior Notes due May 2025
863 (128)735 
3.6% Senior Notes due June 2026
1,000 (4)996 
1.8% (€1 Billion) Senior Notes due March 2027
1,223 (2)1,221 
4.5% Senior Notes due April 2027
750 (5)745 
3.55% Senior Notes due March 2028
500 (2)498 
4.625% Senior Notes due April 2030
1,500 (11)1,489 
Total long-term debt$11,201 $(172)$11,029 

Outstanding debt at December 31, 2019 consists of the following (in millions):
 
December 31, 2019Outstanding
Principal
Amount		Unamortized Debt
Discount and Debt
Issuance Cost		Carrying
Value
Current Liabilities:
0.35% Convertible Senior Notes due June 2020
$1,000 $(12)$988 
Long-term debt:
0.9% Convertible Senior Notes due September 2021
$1,000 $(39)$961 
0.8% (€1 Billion) Senior Notes due March 2022
1,123 (3)1,120 
2.15% (€750 Million) Senior Notes due November 2022
842 (3)839 
2.75% Senior Notes due March 2023
500 (2)498 
2.375% (€1 Billion) Senior Notes due September 2024
1,123 (9)1,114 
3.65% Senior Notes due March 2025
500 (2)498 
3.6% Senior Notes due June 2026
1,000 (5)995 
1.8% (€1 Billion) Senior Notes due March 2027
1,123 (5)1,118 
3.55% Senior Notes due March 2028
500 (3)497 
Total long-term debt$7,711 $(71)$7,640 
 
113

Based on the closing price of the Company's common stock for the prescribed measurement periods for the three months ended December 31, 2020 and 2019, as applicable, the contingent conversion thresholds on the 2021 Notes (as defined below) and the May 2025 Notes (as defined below) were not exceeded; and therefore, the notes were not convertible at the option of the holders.

Fair Value of Debt

At December 31, 2020 and 2019, the estimated fair value of the outstanding debt was approximately $14.0 billion and $9.8 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period.  The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2020 primarily relates to the Senior Notes and the Convertible Senior Notes issued in April 2020. The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2019 primarily relates to the conversion premium on the convertible senior notes.

Convertible Senior Notes

If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount.  If the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimates the borrowing rate, considering the credit rating and similar debt of comparable corporate issuers without the conversion feature.
 
Description of Convertible Senior Notes

In April 2020, the Company issued $863 million aggregate principal amount of Convertible Senior Notes due May 1, 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to this offering. The May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $1,886.44 per share. The May 2025 Notes are convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, holders will have the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes is payable on May 1 and November 1 of each year. At December 31, 2020, the if-converted value of the May 2025 Notes exceeded the aggregate principal amount by $97 million. The proceeds from the issuance of the Convertible Senior Notes can be used for general corporate purposes, which may include repayment of debt, including the repayment, at maturity or upon conversion prior thereto, of the Company’s outstanding Convertible Senior Notes.

In August 2014, the Company issued $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. Starting on June 15, 2021, holders will have the right to convert all or any portion of the 2021
114

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. At December 31, 2020, the if-converted value of the 2021 Notes exceeded the aggregate principal amount by $17 million.

In May 2013, the Company issued $1.0 billion aggregate principal amount of Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "2020 Notes"). In June 2020, in connection with the maturity of the outstanding 2020 Notes, the Company paid $1.0 billion to satisfy the aggregate principal amount due and paid an additional $245 million in satisfaction of the conversion value in excess of the principal amount.

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"). 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 borrowing rates at debt origination to be 4.10% for the May 2025 Notes, 3.18% for the 2021 Notes and 3.13% for the 2020 Notes, considering its credit rating and similar debt of the Company or comparable corporate issuers without the conversion feature.  The yield to maturity was estimated at an at-market coupon priced at par.
 
Debt discount after tax of $100 million ($130 million before tax) related to the May 2025 Notes, $83 million ($143 million before tax) related to the 2021 Notes and $92 million ($154 million before tax) related to the 2020 Notes less financing costs allocated to the equity component of the respective convertible notes was recorded in "Additional paid-in capital" in the balance sheet at debt origination.

The following table summarizes the interest expenses and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt.

For the Year Ended December 31,
202020192018
Coupon interest expense$15 $12 14 
Amortization of debt discount and debt issuance costs54 50 52 
Total interest expenses$69 $62 $66 
Weighted-average effective interest rate3.5 %3.2 %3.2 %

Other Long-term Debt

In April 2020, the Company issued Senior Notes due April 13, 2025 with an interest rate of 4.10% for an aggregate principal amount of $1.0 billion, Senior Notes due April 13, 2027 with an interest rate of 4.50% for an aggregate principal amount of $750 million and Senior Notes due April 13, 2030 with an interest rate of 4.625% for an aggregate principal amount of $1.5 billion. The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to issuance of these senior notes. The proceeds from the issuance of the Senior Notes can be used for general corporate purposes, which may include repayment of debt, including the repayment, at maturity or upon conversion prior thereto, of the Company’s outstanding Convertible Senior Notes.

115

Other long-term debt, including the Senior Notes issued in April 2020, had a total carrying value of $10.3 billion and $6.7 billion at December 31, 2020 and 2019, respectively. Debt discount and debt issuance costs are amortized using the effective interest rate method over the period from the origination date through the stated maturity date.  The following table summarizes the information related to other long-term debt outstanding at December 31, 2020:

Other Long-term DebtDate of Issuance
Effective Interest Rate(1)
Timing of Interest Payments
0.8% Senior Notes due March 2022
March 20170.94 %Annually in March
2.15% Senior Notes due November 2022
November 20152.27 %Annually in November
2.75% Senior Notes due March 2023
August 20172.88 %Semi-annually in March and September
2.375% Senior Notes due September 2024
September 20142.54 %Annually in September
3.65% Senior Notes due March 2025
March 20153.76 %Semi-annually in March and September
4.1% Senior Notes due April 2025
April 20204.22 %
Semi-annually in April and October
3.6% Senior Notes due June 2026
May 20163.70 %Semi-annually in June and December
1.8% Senior Notes due March 2027
March 20151.86 %Annually in March
4.5% Senior Notes due April 2027
April 20204.63 %
Semi-annually in April and October
3.55% Senior Notes due March 2028
August 20173.63 %Semi-annually in March and September
4.625% Senior Notes due April 2030
April 20204.72 %
Semi-annually in April and October
(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt.

The following table summarizes the interest expenses related to other long-term debt (in millions):
For the Year Ended December 31,
202020192018
Coupon interest expense$264$160$163
Amortization of debt discount and debt issuance costs967
Total interest expenses$273$166$170

Historically, the aggregate principal value of the Euro-denominated Senior Notes maturing in March 2022, November 2022, September 2024 and March 2027 (collectively the "Euro-denominated debt") and accrued interest thereon had been designated as a hedge of the Company's net investment in a Euro functional currency subsidiary. Beginning in the second quarter of 2019, the Company has only designated certain portions of the aggregated principal value of the Euro-denominated debt as a hedge. For the years ended December 31, 2020 and 2019, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $1.8 billion to $3.2 billion and from $2.4 billion to $4.3 billion, respectively. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations.

13.    TREASURY STOCK
 
At December 31, 2019, the Company had a total remaining authorization of $11.5 billion to repurchase its common stock under a program authorized by the Company's Board of Directors in 2019 to repurchase up to $15.0 billion of the Company's common stock. At December 31, 2020, the Company had a total remaining authorization of $10.4 billion to repurchase its common stock. The Company has not repurchased any shares since March 2020 under this authorization and does not intend to initiate any repurchases under this authorization until it has better visibility into the shape and timing of a recovery from the COVID-19 pandemic. See Note 12 for a description of the impact of the October 2020 credit facility amendment on the Company's ability to repurchase shares. Additionally, the Board of Directors has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation.

116

The following table summarizes the Company's stock repurchase activities during the years ended December 31, 2020, 2019 and 2018 (in millions, except for shares, which are reflected in thousands):
202020192018
SharesAmountSharesAmountSharesAmount
Authorized stock repurchase programs601 $1,122 4,358 $8,002 3,020 $5,850 
General authorization for shares withheld on stock award vesting84 142 87 151 80 162 
Total685 $1,264 4,445 $8,153 3,100 $6,012 
Shares repurchased in December and settled in following January— $— 19 $40 43 $74 

For the years ended December 31, 2020, 2019 and 2018, the Company remitted employee withholding taxes of $141 million, $151 million and $163 million, respectively, to the tax authorities, which is different from the aggregate cost of the shares withheld for taxes for each year due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Consolidated Statements of Cash Flows.

At December 31, 2020, there were 22,446,897 shares of the Company's common stock held in treasury.

14.    CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
 
The table below presents the changes in the balances of accumulated other comprehensive income (loss) ("AOCI") by component for the years ended December 31, 2018, 2019 and 2020 (in millions):
Foreign currency translation adjustments, net of tax
Net unrealized gains (losses) on available-for-sale securities, net of tax (1)
Total AOCI, net of tax
Foreign currency translation
Net investment
hedges (2)
Total, net of taxBefore taxTax (expense) benefitTotal, net of tax
Before tax
Tax benefit (expense)(3)
Before taxTax benefit (expense)
Balance, December 31, 2017$210 $— $(290)$65 $(15)$343 $(90)$253 $238 
Other Comprehensive Income (Loss) ("OCI") before
reclassifications		(319)41 217 (53)(114)(201)2 (199)(313)
OCI for the period(319)41 217 (53)(114)(201)2 (199)(313)
Amounts reclassified to retained earnings (1)
— — — — — (299)58 (241)(241)
Balance, December 31, 2018$(109)$41 $(73)$12 $(129)$(157)$(30)$(187)$(316)
OCI before reclassifications(77)13 71 (17)(10)161 (37)124 114 
Amounts reclassified to
  net income (4)
— — — — — (11)22 11 11 
OCI for the period(77)13 71 (17)(10)150 (15)135 125 
Balance, December 31, 2019$(186)$54 $(2)$(5)$(139)$(7)$(45)$(52)$(191)
OCI before reclassifications197 (7)(182)42 50 6 (1)5 55 
Amounts reclassified to
  net income (4)
— — — — — 4 14 18 18 
OCI for the period197 (7)(182)42 50 10 13 23 73 
Balance, December 31, 2020$11 $47 $(184)$37 $(89)$3 $(32)$(29)$(118)
(1)         Upon the adoption of the accounting update on financial instruments on January 1, 2018, the Company reclassified net unrealized gains, net of tax, of $241 million ($299 million before tax) related to marketable equity securities from AOCI to retained earnings. Changes in fair value of marketable equity securities subsequent to January 1, 2018 are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets (see Note 2).
117

(2)         Net investment hedges balance, net of tax, at December 31, 2020 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge against the impact of currency fluctuations on the net assets of a Euro functional currency subsidiary (see Notes 2 and 12).
(3)         The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act.
(4)         The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. For the year ended December 31, 2020, the reclassified tax expenses include a tax expense of $15 million related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes (see Note 5). For the year ended December 31, 2019, the reclassified tax expenses include a tax expense of $21 million related to the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes.

15.    INCOME TAXES
 
International pre-tax income was $2.6 billion, $5.7 billion and $4.8 billion for the years ended December 31, 2020, 2019 and 2018, respectively. U.S. pre-tax loss was $2.0 billion for the year ended December 31, 2020, and U.S. pre-tax income was $213 million and $47 million for the years ended December 31, 2019 and 2018, respectively.

Provision for Income Taxes

The income tax expense (benefit) for the year ended December 31, 2020 is as follows (in millions):
 
 CurrentDeferredTotal
International$320 $(62)$258 
U.S. Federal(9)296 287 
U.S. State(16)(21)(37)
Total$295 $213 $508 
 
The income tax expense (benefit) for the year ended December 31, 2019 is as follows (in millions):
 
 CurrentDeferredTotal
International$915 $(12)$903 
U.S. Federal22 166 188 
U.S. State34 (32)2 
Total$971 $122 $1,093 
 
The income tax expense (benefit) for the year ended December 31, 2018 is as follows (in millions):
 
 CurrentDeferredTotal
International$887 $(3)$884 
U.S. Federal45 (107)(62)
U.S. State55 (40)15 
Total$987 $(150)$837 

Income tax liabilities of $174 million and $158 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets at December 31, 2020 and 2019, respectively. In the first quarter of 2020, the Company made a prepayment of the Netherlands income taxes of 660 million Euros ($717 million) to earn prepayment discounts. The Company requested a refund of this amount from the Dutch tax authorities and it was received in April 2020.
118


U.S. Tax Reform
In December 2017, the Tax Act was enacted into law in the United States. The Tax Act made significant changes to U.S. federal tax law, including a reduction in the U.S. federal statutory tax rate from 35% to 21%, effective January 1, 2018. The Tax Act imposed a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years.

In 2018, the Company recorded an income tax benefit of $46 million to adjust its provisional income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability, as well as U.S. state income taxes and international withholding taxes associated with the mandatory deemed repatriation. In addition, the Company recorded an income tax benefit of $2 million in 2018 to adjust the remeasurement of its U.S. deferred tax assets and liabilities due to the reduction of the U.S. federal statutory tax rate that resulted from the Tax Act.

In 2019, as a result of additional technical guidance issued by U.S. federal and state tax authorities with respect to the Tax Act, the Company recorded an income tax benefit of $17 million to adjust its income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability, as well as U.S. state income taxes associated with the mandatory deemed repatriation.

In 2020, the Company recorded an income tax benefit of $8 million to adjust its income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability. This benefit was primarily due to additional tax credits. The Company utilized $108 million of deferred tax assets related to U.S. federal NOLs and $115 million of other tax credit carryforwards to reduce its transition tax liability as of December 31, 2020.

Under the Tax Act, the Company's future cash generated by the Company's international operations can generally be repatriated without further U.S. federal income tax, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by the Company.

The Tax Act also introduced in 2018 a tax on 50% of GILTI, which is income determined to be in excess of a specified routine rate of return, and a base erosion and anti-abuse tax ("BEAT") aimed at preventing the erosion of the U.S. tax base. The Company has adopted an accounting policy to treat taxes on GILTI as period costs.

Deferred Income Taxes

The Company utilized $309 million of its U.S. NOLs to reduce its U.S. federal tax liability for the deemed repatriation tax. After utilization of available NOLs, at December 31, 2020, the Company had U.S. federal NOLs of $179 million, the majority of which do not have an expiration date, and U.S. state NOLs of $457 million, which mainly begin to expire in years December 31, 2032 and forward. In addition, at December 31, 2020, the Company had $488 million of non-U.S. NOLs, and $14 million of U.S. research tax credit carryforwards available to reduce future tax liabilities and the majority of both do not have an expiration date.

The utilization of these NOLs, allowances and credits is dependent upon the Company's ability to generate sufficient future taxable income and the tax laws in the jurisdictions where the losses were generated. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes and other relevant factors.
119


The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions):
 
 20202019
Deferred tax assets/(liabilities):  
Net operating loss carryforward — U.S.$67 $37 
Net operating loss carryforward — International81 15 
Accrued expenses47 35 
Stock-based compensation and other stock based payments40 49 
Foreign currency translation adjustment29 36 
Tax credits9 14 
Euro-denominated debt77 — 
Operating lease liabilities43 38 
Property and equipment11 31 
Subtotal - deferred tax assets404 255 
Discount on convertible notes(29)(10)
Intangible assets and other(119)(133)
Euro-denominated debt— (14)
State income tax on accumulated unremitted international earnings(5)(8)
Unrealized gains on investments(550)(191)
Operating lease assets(38)(35)
Installment sale liability(263)(284)
Other(14)(11)
Subtotal - deferred tax liabilities(1,018)(686)
Valuation allowance on deferred tax assets
(58)(45)
Net deferred tax liabilities (1)
$(672)$(476)
  
(1)  Includes deferred tax assets of $455 million and $400 million at December 31, 2020 and 2019, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets.
During the year ended December 31, 2019, the Company recorded a deferred tax asset of $335 million, which is included in "Other Assets, net" in the Consolidated Balance Sheet, and a deferred tax liability of $325 million, both related to an internal legal entity reorganization.

The valuation allowance on deferred tax assets of $58 million at December 31, 2020 includes $18 million related to international operations and $40 million primarily related to certain U.S. federal NOLs, research credits and Connecticut NOLs.  The valuation allowance on deferred tax assets of $45 million at December 31, 2019 includes $30 million related to international operations and $15 million primarily related to U.S. research credits, capital loss carryforwards and Connecticut NOLs. 

The Company does not intend to indefinitely reinvest its international earnings that were subject to U.S. taxation pursuant to the mandatory deemed repatriation or subject to U.S. taxation as GILTI.

Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate

A significant portion of the Company's taxable earnings is generated in the Netherlands. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 7% ("Innovation Box Tax") rather than the Dutch statutory rate of 25%.  A portion of Booking.com's earnings during the years ended December 31, 2020, 2019 and 2018 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those years.
 
120

The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21% for the years ended December 31, 2020, 2019 and 2018 as a result of the following items (in millions):
 
 202020192018
Income tax expense at U.S. federal statutory rate$119 $1,251 $1,015 
Adjustment due to:   
Foreign rate differential55 210 210 
Innovation Box Tax benefit(79)(443)(435)
Goodwill impairment228 — — 
Stock-based compensation32 23 12 
Federal GILTI73 36 35 
State income tax (benefit) expense(31)9 1 
Valuation allowance36 1 (3)
Uncertain tax positions64 11 (4)
Tax Act - Remeasurement of deferred tax balances— — (2)
Tax Act - U.S. transition tax benefit and other transition impacts(8)(17)(46)
Other19 12 54 
Income tax expense$508 $1,093 $837 
 
Uncertain Tax Positions

The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in millions): 
 202020192018
Unrecognized tax benefit — January 1$56 $45 $32 
Gross increases — tax positions in current period2 3 1 
Gross increases — tax positions in prior periods48 11 19 
Gross decreases — tax positions in prior periods(11)(3)(3)
Reduction due to lapse in statute of limitations— — (2)
Reduction due to settlements during the current period(11)— (2)
Unrecognized tax benefit — December 31$84 $56 $45 
 
The increase in unrecognized tax benefits is principally related to Booking.com’s French tax disputes (see Note 16), the majority of which is included as a partial reduction to the French tax payment recorded in “Other Assets, net” in the Consolidated Balance Sheets for the years ended December 31, 2020 and 2019. The remaining unrecognized tax benefits are primarily included in "Other long-term liabilities" and "Deferred income taxes" in the Consolidated Balance Sheets for the years ended December 31, 2020 and 2019. The unrecognized tax benefits, if recognized, would affect the effective tax rate. The Company does not expect further significant changes in the amount of unrecognized tax benefits during the next twelve months. As of December 31, 2020 and 2019, total gross interest and penalties accrued was $31 million and $10 million, respectively.

The Company's major taxing jurisdictions include: the Netherlands, United States, Singapore and United Kingdom. The statutes of limitations that remain open related to these major tax jurisdictions are: the Company's Netherlands returns for 2014 and forward, U.S. federal returns for 2017 and forward, Singapore returns from 2017 and forward and U.K. returns for 2017 and forward. The Company’s 2017 and 2018 U.S. federal income tax returns are currently under audit by the Internal Revenue Service. See Note 16 for more information regarding tax contingencies.

121

16.    COMMITMENTS AND CONTINGENCIES
 
Competition and Consumer Protection Reviews

At times, online platforms, including online travel platforms, have been the subject of investigations or inquiries by various national competition authorities ("NCAs") or other governmental authorities regarding competition law matters, consumer protection issues or other areas of concern. The Company is 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 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. These investigations can also result in fines and the Company recorded a liability of $23 million during the year ended December 31, 2020 for potential fines associated with its contractual parity arrangements. In addition, in September 2017, the Swiss Price Surveillance Office opened an investigation into the level of commissions of Booking.com in Switzerland and the investigation is ongoing. If there is an adverse outcome and Booking.com is unsuccessful in any appeal, Booking.com could be required to reduce its commissions in Switzerland. Some authorities are reviewing the online hotel booking sector more generally through market inquiries and the Company cannot predict the outcome of such inquiries or any resulting impact on its business, results of operations, cash flows or financial condition.

NCAs or other governmental authorities are continuing to review the activities of online platforms, including through the use of consumer protection powers. For example, the United Kingdom's NCA (the Competition and Markets Authority, or CMA) conducted a consumer protection law investigation into the clarity, accuracy and presentation of information on hotel booking sites.  In connection with this investigation, in 2019 Booking.com, agoda and KAYAK, along with a number of other OTCs, voluntarily agreed to certain commitments with the CMA, which resolved the CMA's investigation without a finding by the CMA of an infringement or an admission of wrongdoing by the OTCs involved. Among other things, the commitments provided to the CMA included showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings on or before the search results page and making certain adjustments to how discounts and statements concerning popularity or availability are shown to consumers. 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. As a result of additional inquiries from other NCAs in the European Union, Booking.com has made similar commitments with the Consumer Protection Cooperation Network that became applicable in the European Union in June 2020. In the future, it is possible other jurisdictions could engage Booking.com in discussions to implement similar changes to its business in those countries. The Company is unable to predict what, if any, effect any future similar commitments will have on its business, industry practices or online commerce more generally. To the extent that any other investigations or inquiries result in additional commitments, fines, damages or other remedies, the Company's business, financial condition and results of operations could be harmed.

The Company is involved in multiple litigations in Israel claiming that it has violated Israeli consumer protection and competition laws. For example, one such lawsuit alleges that the Company violated Israeli consumer protection laws by failing to properly display Israeli local taxes in the total prices shown to Israeli residents on its platform. Another lawsuit claims that the Company's parity contractual terms with partners violate Israeli competition laws because they are anti-competitive. A third lawsuit claims Israeli consumer protection laws prohibit the Company from facilitating non-refundable bookings to Israeli residents. Each of the plaintiffs in these matters is requesting certification of a class and the Company is defending against class certification. If the court were to grant class certification for any of these matters and if the plaintiffs were successful on the merits of the claims, the Company could be required to pay damages. However, it is not reasonably possible to estimate the amount of such damages because the likelihood of class certification and the success of the merits of these cases are both too speculative at this stage in the litigation and also because a reasonable assessment of the size of any potential class is not possible at this time.

Although Booking.com has not been sued, a German hotel association has threatened Booking.com with a class action lawsuit on behalf of a group of German hotels that alleges that the hotels overpaid commissions to Booking.com because of wide parity terms in the contracts between the hotels and Booking.com between 2006 and 2015. Booking.com is pursuing court proceedings in the Netherlands to declare that the Netherlands is the proper forum for this matter. If the hotel association follows through and files the lawsuit, the class were to be certified and there were to be an adverse outcome, the Company could be required to pay damages. Although the Company believes the claim to be without merit and intends to defend against the claim, if the hotel association were successful in any litigation and the Company were required to pay damages, the amount
122

could be significant. The Company cannot reasonably estimate an amount of potential loss because there are several unknown variables at this early stage, including that the plaintiff has not yet filed a lawsuit.

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 audits of Booking.com for the years 2003 through 2012 and years 2013 through 2015 and currently are conducting an audit for the years 2016 through 2018. In December 2015, the French tax authorities issued Booking.com assessments for unpaid income and value added taxes ("VAT") related to tax years 2006 through 2012 for approximately 356 million Euros ($403 million), the majority of which represents penalties and interest. The assessments assert that Booking.com had a permanent establishment in France. In December 2019, the French tax authorities issued an additional assessment of 70 million Euros ($86 million), including interest and penalties, for the 2013 year asserting that Booking.com had taxable income attributable to a permanent establishment in France. The French tax authorities also have issued assessments totaling 39 million Euros ($48 million), including interest and penalties, for certain tax years between 2011 and 2015 on Booking.com's French subsidiary asserting that the subsidiary did not receive sufficient compensation for the services it rendered to Booking.com in the Netherlands. As a result of a formal demand from the French tax authorities for payment of the amounts assessed against Booking.com for the years 2006 through 2012, in January 2019, the Company paid the assessments of approximately 356 million Euros ($403 million) in order to preserve its right to contest those assessments in court. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at December 31, 2020 and 2019, does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent the Company prevails. In December 2019 and October 2020, the Company initiated court proceedings with respect to certain of the assessments. Although the Company believes that Booking.com has been, and continues to be, in compliance with French tax law, and the Company is contesting the assessments, during the three months ended September 30, 2020, the Company contacted the French tax authorities regarding the potential to achieve resolution of the matter through a settlement. After assessing several potential outcomes and potential settlement amounts and terms, an unrecognized tax benefit in the amount of 50 million Euros ($61 million) has been recorded during the year ended December 31, 2020, of which the majority has been included as a partial reduction to the tax payment recorded in “Other Assets, net” in the Consolidated Balance Sheet at December 31, 2020. In December 2020, the French Administrative Court (Conseil d’Etat) delivered a decision in the "ValueClick" case that could have an impact on the outcome in the Company's case. After considering the potential impact of the new decision on the potential outcomes for the Booking.com assessments, the Company currently estimates that the reasonably possible loss related to VAT is approximately 20 million Euros ($24 million). Additional assessments could result when the French tax authorities complete the outstanding audits.

Italian authorities are reviewing Booking.com's activities for the years 2011 through 2019. They are reviewing whether Booking.com has a permanent establishment in Italy, Booking.com's transfer pricing policies in Italy, and for the years 2013 through 2019, whether Booking.com is subject to VAT. 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 and 2019, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary for approximately 48 million Euros ($58 million) for the 2013 tax year and 58 million Euros ($71 million) for the 2014 tax year, respectively, asserting that its transfer pricing policies were inadequate. The Company believes that Booking.com has been, and continues to be, in compliance with Italian tax law. The Company paid 10 million Euros ($11 million) in December 2019 as a partial prepayment of the 2013 assessment to avoid any collection enforcement from the Italian tax authorities pending the appeal phase of this case. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at December 31, 2020 and 2019, does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent the Company prevails. In September 2020, the Italian tax authorities approved the opening of a Mutual Agreement Procedure (“MAP”) between Italy and the Netherlands for the 2013 tax year and the Company expects to request that the 2014 tax year be added to the MAP. Based on the possibility of the 2013 and 2014 Italian assessments being settled through the MAP process, and, after considering potential resolution amounts, a net unrecognized tax benefit amount of 4 million Euros ($5 million) has been recorded during the year ended December 31, 2020, of which the majority has been included as a partial reduction to the tax payment recorded in "Other Assets, net" in the Consolidated Balance Sheet at December 31, 2020. 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 and/or imposing interest, fines and penalties.

123

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 2018 for approximately 766 million Turkish Lira ($103 million), which includes interest and penalties through December 31, 2020. 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 in 2018, the Company identified two issues related to the application of certain non-income-based tax laws to that subsidiary's business. At December 31, 2020 and 2019, the Company had accrued $59 million and $67 million, respectively, related to these travel transaction taxes, based on the Company's estimate of the probable travel transaction tax owed for the prior periods, including interest and penalties, as applicable. The related expenses are included in "General and administrative" expense in the Consolidated Statements of Operations. The Company currently estimates that the reasonably possible loss related to these matters in excess of the amount accrued is approximately $25 million. 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, the Company may need to accrue additional amounts, which could adversely affect the Company’s business, results of operations, financial condition and cash flows.

During the second quarter of 2019, the Company identified the nonpayment in prior periods of a wage-related tax under Netherlands' law on compensation paid to certain highly-compensated former employees in the year of their separation from employment with Booking.com.  The Company has informed the Dutch tax authorities of the nonpayment and, to correct this immaterial error, has paid an amount of $61 million based on the Company's estimate of the probable tax owed for prior tax years, including interest.  This expense is recorded in "Personnel" expenses in the Consolidated Statement of Operations for the year ended December 31, 2019.

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 the Company's current tax provisions, whether in connection with the foregoing or otherwise (including the resolution of any tax proceedings), could have a materially adverse impact on the Company's results of operations, cash flows and financial condition.

Other Matters

Beginning in 2014, Booking.com received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) (“BPF”) claiming that Booking.com is required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme in which Booking.com is currently participating. BPF instituted legal proceedings against Booking.com and in 2016 the District Court of Amsterdam rejected all of BPF’s claims. BPF appealed the decision to the Court of Appeal, and, in May 2019, the Court of Appeal also rejected all of BPF’s claims, in each case by ruling that Booking.com does not meet the definition of a travel intermediary for purposes of the mandatory pension scheme. BPF has appealed to the Netherlands Supreme Court. In October 2020, the Dutch Advocate General issued an opinion to the Supreme Court stating that the Dutch Advocate General believes the decision of the Court of Appeal to be incorrect based on her interpretation of the pension scheme requirements. The Company has submitted to the Supreme Court a response to the Advocate General's opinion. While the Company continues to believe that Booking.com is in compliance with its pension obligations and that the Dutch Supreme Court should uphold the ruling of the Court of Appeal, based on the significant influence the Dutch Advocate General’s opinion typically has on the Supreme Court, the Company has reevaluated the probability of a loss and believes it is probable that it has incurred a loss related to this matter. The Company expects the Dutch Supreme Court to rule in the first quarter of 2021. In the event the Supreme Court overturns the decision of the Court of Appeal and remands the case to a lower court, the Company intends to pursue a number of defenses in any subsequent proceedings and may ultimately prevail in whole or in part. The Company is not able to reasonably estimate a loss or a range of loss because the litigation is ongoing and there are significant factual and legal questions yet to be determined. As a result, as of December 31, 2020, the Company has not recorded a liability in connection with a potential adverse outcome to this litigation. However, if Booking.com were to ultimately lose and all of BPF’s claims were to be accepted (including with retroactive effect to 1999), the Company estimates that as of December 31, 2020, the maximum loss, not including any potential interest or penalties, would be approximately $290 million. Such estimated potential loss increases as Booking.com continues not to contribute to the BPF and depends on Booking.com's applicable employee compensation after December 31, 2020.
124

From time to time the Company notifies the Dutch data protection authority in accordance with its obligations under the E.U. General Data Protection Regulation of certain incidental and accidental personal data security incidents. Although the Company believes it has fulfilled its data protection regulatory obligations, should the Dutch data protection authority decide these incidents were the result of inadequate technical and organizational security measures, it could decide to impose a fine. While the Company believes that any fine imposed on it would be immaterial, the Company estimates that if a fine were imposed, it could range from a de minimis amount to 20 million Euros ($24 million) per incident, depending on the Dutch data protection authority’s evaluation of the facts and circumstances associated with the incident after investigation.

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

From time to time, the Company 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.
 
Building Construction

In September 2016, the Company signed a turnkey agreement to construct an office building for Booking.com's future headquarters in the Netherlands for 270 million Euros ($331 million). Upon signing this agreement, the Company paid 43 million Euros ($48 million) for the acquired land-use rights, which was included in "Operating lease assets" in the Consolidated Balance Sheets. In addition, since signing the turnkey agreement the Company has made several progress payments principally related to the construction of the building, which are included in "Property and equipment, net" in the Consolidated Balance Sheets. As of December 31, 2020, the Company had a remaining obligation of 56 million Euros ($68 million) related to the turnkey agreement. The Company's contractual obligation was reduced by 9 million Euros ($11 million) during 2020. The remaining obligation will be paid through 2022, when the Company anticipates construction will be complete.

In addition to the turnkey agreement, the Company has a remaining obligation at December 31, 2020 to pay 70 million Euros ($86 million) over the remaining initial term of the acquired land lease, which expires in 2065. The Company has made and will continue to make additional capital expenditures to fit out and furnish the office space. At December 31, 2020, the Company had 29 million Euros ($35 million) of outstanding commitments to vendors to fit out and furnish the office space.

Lease obligations

See Note 10 for information about the Company's lease obligations.

Other Contractual Obligations and Commitments

In 2018, the Company entered into an agreement to sign a future lease related to approximately 222,000 square feet of office space in the city of Manchester in the United Kingdom for the future 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 2021. 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 ($88 million), excluding lease incentives. The Company will also make capital expenditures to fit out and furnish the office space.
The Company had $134 million and $155 million of standby letters of credit or bank guarantees issued on behalf of the Company as of December 31, 2020 and 2019, respectively, in addition to those issued under the revolving credit facility, primarily related to payment guarantees to third-party payment processors. See Note 12 for information related to letters of credit issued under the revolving credit facility.

125

17.    BENEFIT PLANS
 
The Company maintains a defined contribution 401(k) savings plan (the "Plan") covering certain U.S. employees. In connection with acquisitions, effective at the date of such acquisitions, the Company assumed defined contribution plans covering the U.S. employees of the acquired companies. The Company also maintains certain other defined contribution plans outside of the United States for which it provides contributions for participating employees.  The Company's matching contributions during the years ended December 31, 2020, 2019 and 2018 were $33 million, $26 million and $22 million, respectively.

18.    GEOGRAPHIC INFORMATION

 The Company's international revenue information consists of the information of Booking.com, agoda and Rentalcars.com in their entirety and the information 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 on revenues is as follows (in millions): 
United
 States
InternationalTotal
Company
For the year ended:
The Netherlands
Other
December 31, 2020$783 $5,264 $749 $6,796 
December 31, 20191,537 11,686 1,843 15,066 
December 31, 20181,536 11,348 1,643 14,527 

The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2020 and 2019 (in millions):
United
 States
InternationalTotal
Company
The NetherlandsUnited KingdomOther
    
December 31, 2020$186 $499 $85 $278 $1,048 
December 31, 2019216 484 137 327 1,164 

19.    ACQUISITIONS

In April 2018, the Company paid $139 million, net of cash acquired, and issued shares of the Company's common stock in the amount of $110 million in connection with the acquisition of FareHarbor, a leading provider of business-to-business activities distribution services. In respect to the shares issued, as shown in the supplemental disclosure in the Consolidated Statement of Cash Flows, $59 million relates to purchase price consideration and $51 million relates to shares restricted for trading purposes until the required post-acquisition services are completed by certain employees.

In November 2018, the Company paid $134 million, net of cash acquired, to complete the acquisition of HotelsCombined, a hotel meta-search company.

The Company's Consolidated Financial Statements include the accounts of these businesses starting at their respective acquisition dates. Revenues and earnings of these businesses since their respective acquisition dates 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.

In 2019, the Company paid $37 million of contingent consideration for a business acquired in 2015. The contingent payment was dependent on the achievement of certain performance factors.

126

20.    RESTRUCTURING AND OTHER EXIT COSTS

In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic (see Note 2), during the year ended December 31, 2020, the Company took actions at all of its brands to reduce the size of its workforce across more than 60 countries to optimize efficiency and reduce costs. As part of these actions, the Company engaged in the process of consulting with its employees, works councils, employee representatives and other relevant organizations related to the reductions in force in certain countries (including the Netherlands and the United Kingdom), which have substantially concluded as of December 31, 2020. These consultations resulted in the Company executing either voluntary leaver schemes or involuntary reductions in force, or, in some countries, a combination of the two. The Company completed the vast majority of announcements to affected employees by December 2020. In January 2021, the Company approved and communicated the final portion of workforce reductions in the Netherlands.

During the year ended December 31, 2020, the Company recorded expenses of $149 million for the restructuring actions, which are included in “Restructuring and other exit costs” in the Consolidated Statement of Operations. These expenses are primarily cash-based and consist of employee severance and other termination benefits, and other costs. Noncash restructuring expenses recorded during the year ended December 31, 2020 were $7 million. At December 31, 2020, restructuring liabilities of $37 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet.

In addition to the restructuring expenses recorded during the year ended December 31, 2020 and included in “Restructuring and other exit costs” in the Consolidated Statement of Operations, the Company estimates that it will record additional restructuring expenses of approximately $40 million, related to employee severance and other termination benefits, leases and contract terminations, in early 2021. This estimate may change as the Company finalizes the execution of its cost reduction plans, including restructuring actions in the Netherlands and France. The Company’s evaluation of various alternative courses of action related to certain other leases and contract terminations and modifications is still in progress and the Company may incur additional costs resulting from such actions.

21.    GOVERNMENT GRANTS AND OTHER ASSISTANCE

Certain governments have passed or are considering modifying legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. In addition, in certain countries, such as Singapore and China, the Company also participated in programs where the government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by the Company. During the year ended December 31, 2020, the Company recognized government grants and other assistance benefits of $127 million. The government grants and other assistance is recorded principally as a reduction of "Personnel" expense in the Consolidated Statement of Operations. At December 31, 2020, the Company has received $99 million and recorded a receivable of $28 million, which is included in “Other current assets” in the Consolidated Balance Sheet, for payments expected to be received for the programs where it has met the qualifying requirements and it is probable that payment will be received. This receivable is expected to be received in 2021. In addition, certain governments have extended support for the travel and tourism industry through special programs whereby discounts are extended to travelers through travel service providers or through travel agents for reservations facilitated by them. The Company has participated in Japan's Go To Travel program and Thailand's We Travel Together program.

127

22.    OTHER INCOME (EXPENSE), NET

The components of other income (expense), net included the following (in millions):

Year Ended December 31,
202020192018
Interest and dividend income$54 $152 $187 
Net gains (losses) on marketable equity securities (1)
1,811 745 (367)
Impairment of investment (1)
(100)— — 
Foreign currency transaction losses(207)(31)(53)
Other (4)13 (4)
Other income (expense), net$1,554 $879 $(237)
(1) See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment.
128
 EX-21 2 bkng1231202010kex21.htm EX-21 Document

Exhibit 21
LIST OF SUBSIDIARIES
AS OF DECEMBER 31, 2020*

NameJurisdiction of Incorporation
Percent
Ownership
Agoda Company Pte. Ltd.Singapore100%
Booking.com B.V.The Netherlands100%
Booking.com Holding B.V.The Netherlands100%
KAYAK Software CorporationDelaware100%
OpenTable, Inc.Delaware100%
Priceline.com Bookings Acquisition Company LimitedUnited Kingdom100%
Priceline.com Europe Holdco, Inc.Delaware100%
Priceline.com Holdco U.K. LimitedUnited Kingdom100%
priceline.com International Ltd.United Kingdom100%
priceline.com LLCDelaware100%
Agoda Holding Company LimitedMauritius100%
Booking Holdings Treasury Company Delaware100%
TravelJigsaw Holdings LimitedUnited Kingdom100%
Booking.com Transport LimitedUnited Kingdom100%
Coronado Pte LtdSingapore100%
Booking.com Brasil Servicos de Reserva de Hoteis LTDABrazil100%
*    Certain subsidiaries which, when considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2020, have been excluded.


 EX-23.1 3 bkng1231202010kex231.htm EX-23.1 Document

Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in Registration Statement Nos. 333-242118, 333-219800 and 333-198515 on Form S-3 and 333-203946, 333-196756, 333-197639, 333-151413, 333-122414, 333-65034, 333-55578, 333-83233, 333-188733 and 333-189145 on Form S-8 of our reports dated February 24, 2021, relating to the consolidated financial statements of Booking Holdings Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2020.
 
/s/ DELOITTE & TOUCHE LLP 
  
Stamford, Connecticut 
February 24, 2021 

1
 EX-31.1 4 bkng1231202010kex311.htm EX-31.1 Document

Exhibit 31.1
 
CERTIFICATIONS
 
I, Glenn D. Fogel, certify that:
 
1.            I have reviewed the Annual Report on Form 10-K of Booking Holdings Inc. (the “Registrant”) for the year ended December 31, 2020;
 
2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.             The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and we have:
 
a.    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.    evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.    disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
5.             The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
 
a.    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
 
February 24, 2021 /s/ Glenn D. Fogel
 Name:Glenn D. Fogel
 Title:Chief Executive Officer and President


 EX-31.2 5 bkng1231202010kex312.htm EX-31.2 Document

Exhibit 31.2
 
CERTIFICATIONS
 
I, David I. Goulden, certify that:
 
1.             I have reviewed the Annual Report on Form 10-K of Booking Holdings Inc. (the “Registrant”) for the year ended December 31, 2020;
 
2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.             The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:
 
a.    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.                  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.                   evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.                  disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
5.             The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
 
a.                   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
b.                  any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
  
February 24, 2021 /s/ David I. Goulden
 Name:David I. Goulden
 Title:Executive Vice President and Chief Financial Officer


 EX-32.1 6 bkng1231202010kex321.htm EX-32.1 Document

Exhibit 32.1
 
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
 
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Booking Holdings Inc., a Delaware corporation (the “Company”), hereby certifies that, to his knowledge:
 
The Annual Report on Form 10-K for the 12 months ended December 31, 2020 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
February 24, 2021 /s/ Glenn D. Fogel
 Name:Glenn D. Fogel
 Title:Chief Executive Officer and President
 
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 EX-32.2 7 bkng1231202010kex322.htm EX-32.2 Document

Exhibit 32.2
 
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
 
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Booking Holdings Inc., a Delaware corporation (the “Company”), hereby certifies that, to his knowledge:
 
The Annual Report on Form 10-K for the 12 months ended December 31, 2020 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
February 24, 2021 /s/ David I. Goulden
 Name:David I. Goulden
 Title:Executive Vice President and Chief Financial Officer
 
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 EX-101.SCH 8 bkng-20201231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 000010001 - Document - COVER PAGE link:presentationLink link:calculationLink link:definitionLink 100010002 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 100020003 - Statement - CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) link:presentationLink link:calculationLink link:definitionLink 100030004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 100040005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) link:presentationLink link:calculationLink link:definitionLink 100050006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME link:presentationLink link:calculationLink link:definitionLink 100060007 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 100070008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 210011001 - Disclosure - BUSINESS DESCRIPTION link:presentationLink link:calculationLink link:definitionLink 240024001 - Disclosure - BUSINESS DESCRIPTION (Details) link:presentationLink link:calculationLink link:definitionLink 210031002 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 220042001 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 230053001 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:calculationLink link:definitionLink 240064002 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) link:presentationLink link:calculationLink link:definitionLink 240074003 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 210081003 - Disclosure - REVENUE link:presentationLink link:calculationLink link:definitionLink 230093002 - Disclosure - REVENUE (Tables) link:presentationLink link:calculationLink link:definitionLink 240104004 - Disclosure - REVENUE - Disaggregation of Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 240114005 - Disclosure - REVENUE - Summary of the Activity of Deferred Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 240124006 - Disclosure - REVENUE - Loyalty and Other Incentive Programs (Details) link:presentationLink link:calculationLink link:definitionLink 240134007 - Disclosure - REVENUE - Impact of COVID-19 (Details) link:presentationLink link:calculationLink link:definitionLink 210141004 - Disclosure - STOCK-BASED COMPENSATION link:presentationLink link:calculationLink link:definitionLink 230153003 - Disclosure - STOCK-BASED COMPENSATION (Tables) link:presentationLink link:calculationLink link:definitionLink 240164008 - Disclosure - STOCK-BASED COMPENSATION - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240174009 - Disclosure - STOCK-BASED COMPENSATION - Summary of the Activity of Restricted Stock Units for Employees and Non-Employee Directors (Details) link:presentationLink link:calculationLink link:definitionLink 240184010 - Disclosure - STOCK-BASED COMPENSATION - Summary of the Activity of Performance Share Units for Employees (Details) link:presentationLink link:calculationLink link:definitionLink 240194011 - Disclosure - STOCK-BASED COMPENSATION - Summary of Estimated Vesting of Performance Share Units (Details) link:presentationLink link:calculationLink link:definitionLink 240204012 - Disclosure - STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used to Value Options Granted (Details) link:presentationLink link:calculationLink link:definitionLink 240214013 - Disclosure - STOCK-BASED COMPENSATION - Summary of Activity for Stock Options (Details) link:presentationLink link:calculationLink link:definitionLink 210221005 - Disclosure - INVESTMENTS link:presentationLink link:calculationLink link:definitionLink 230233004 - Disclosure - INVESTMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 240244014 - Disclosure - INVESTMENTS - Summary of Investments by Major Security Type (Details) link:presentationLink link:calculationLink link:definitionLink 240244014 - Disclosure - INVESTMENTS - Summary of Investments by Major Security Type (Details) link:presentationLink link:calculationLink link:definitionLink 240254015 - Disclosure - INVESTMENTS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 210261006 - Disclosure - FAIR VALUE MEASUREMENTS link:presentationLink link:calculationLink link:definitionLink 230273005 - Disclosure - FAIR VALUE MEASUREMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 240284016 - Disclosure - FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 240294017 - Disclosure - FAIR VALUE MEASUREMENTS - Investments (Details) link:presentationLink link:calculationLink link:definitionLink 240304018 - Disclosure - FAIR VALUE MEASUREMENTS - Estimated Fair Values and Notional Amounts of Derivatives (Details) link:presentationLink link:calculationLink link:definitionLink 240314019 - Disclosure - FAIR VALUE MEASUREMENTS - Other Financial Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 210321007 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS link:presentationLink link:calculationLink link:definitionLink 230333006 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables) link:presentationLink link:calculationLink link:definitionLink 240344020 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240354021 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Receivables (Details) link:presentationLink link:calculationLink link:definitionLink 210361008 - Disclosure - NET INCOME PER SHARE link:presentationLink link:calculationLink link:definitionLink 230373007 - Disclosure - NET INCOME PER SHARE (Tables) link:presentationLink link:calculationLink link:definitionLink 240384022 - Disclosure - NET INCOME PER SHARE (Details) link:presentationLink link:calculationLink link:definitionLink 210391009 - Disclosure - PROPERTY AND EQUIPMENT, NET link:presentationLink link:calculationLink link:definitionLink 230403008 - Disclosure - PROPERTY AND EQUIPMENT, NET (Tables) link:presentationLink link:calculationLink link:definitionLink 240414023 - Disclosure - PROPERTY AND EQUIPMENT, NET (Details) link:presentationLink link:calculationLink link:definitionLink 240424024 - Disclosure - PROPERTY AND EQUIPMENT, NET - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 210431010 - Disclosure - LEASES link:presentationLink link:calculationLink link:definitionLink 230443009 - Disclosure - LEASES (Tables) link:presentationLink link:calculationLink link:definitionLink 240454025 - Disclosure - LEASES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240464026 - Disclosure - LEASES - Operating Leases Recognized in the Balance Sheet (Details) link:presentationLink link:calculationLink link:definitionLink 240474027 - Disclosure - LEASES - Operating Leases Recognized in the Statement of Operations (Details) link:presentationLink link:calculationLink link:definitionLink 240484028 - Disclosure - LEASES - Maturities of Operating Lease Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 240484028 - Disclosure - LEASES - Maturities of Operating Lease Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 240494029 - Disclosure - LEASES - Supplemental Cash Flow Information Related To Operating Leases (Details) link:presentationLink link:calculationLink link:definitionLink 210501011 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS link:presentationLink link:calculationLink link:definitionLink 230513010 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS (Tables) link:presentationLink link:calculationLink link:definitionLink 240524030 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Changes in the Balance of Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 240534031 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240544032 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 240554033 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Annual Estimated Amortization Expense for Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 210561012 - Disclosure - DEBT link:presentationLink link:calculationLink link:definitionLink 230573011 - Disclosure - DEBT (Tables) link:presentationLink link:calculationLink link:definitionLink 240584034 - Disclosure - DEBT - Revolving Credit Facility (Details) link:presentationLink link:calculationLink link:definitionLink 240594035 - Disclosure - DEBT - Schedule of Outstanding Debt (Details) link:presentationLink link:calculationLink link:definitionLink 240604036 - Disclosure - DEBT - Fair Value of Debt (Details) link:presentationLink link:calculationLink link:definitionLink 240614037 - Disclosure - DEBT - Convertible Senior Notes (Details) link:presentationLink link:calculationLink link:definitionLink 240624038 - Disclosure - DEBT - Summary of Interest Expenses and Weighted-Average Effective Interest Rates Related To Convertible Senior Notes (Details) link:presentationLink link:calculationLink link:definitionLink 240634039 - Disclosure - DEBT - Other Long-term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 240644040 - Disclosure - DEBT - Summary of Interest Expenses Related to Other Long-Term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 240654041 - Disclosure - DEBT - Summary of Interest Expenses Related to Other Long-term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 210661013 - Disclosure - TREASURY STOCK link:presentationLink link:calculationLink link:definitionLink 230673012 - Disclosure - TREASURY STOCK (Tables) link:presentationLink link:calculationLink link:definitionLink 240684042 - Disclosure - TREASURY STOCK - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240694043 - Disclosure - TREASURY STOCK - Summary of Stock Repurchase Activities (Details) link:presentationLink link:calculationLink link:definitionLink 210701014 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT link:presentationLink link:calculationLink link:definitionLink 230713013 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Tables) link:presentationLink link:calculationLink link:definitionLink 240724044 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Details) link:presentationLink link:calculationLink link:definitionLink 240724044 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Details) link:presentationLink link:calculationLink link:definitionLink 210731015 - Disclosure - INCOME TAXES link:presentationLink link:calculationLink link:definitionLink 230743014 - Disclosure - INCOME TAXES (Tables) link:presentationLink link:calculationLink link:definitionLink 240754045 - Disclosure - INCOME TAXES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 240764046 - Disclosure - INCOME TAXES - Income Tax Expense (Benefit) (Details) link:presentationLink link:calculationLink link:definitionLink 240764046 - Disclosure - INCOME TAXES - Income Tax Expense (Benefit) (Details) link:presentationLink link:calculationLink link:definitionLink 240774047 - Disclosure - INCOME TAXES - Net Deferred Tax Assets/(Liabilities) (Details) link:presentationLink link:calculationLink link:definitionLink 240784048 - Disclosure - INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) link:presentationLink link:calculationLink link:definitionLink 240794049 - Disclosure - INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 210801016 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:calculationLink link:definitionLink 240814050 - Disclosure - COMMITMENTS AND CONTINGENCIES - Competition and Consumer Protection Reviews (Details) link:presentationLink link:calculationLink link:definitionLink 240824051 - Disclosure - COMMITMENTS AND CONTINGENCIES - Tax Matters (Details) link:presentationLink link:calculationLink link:definitionLink 240834052 - Disclosure - COMMITMENTS AND CONTINGENCIES - Other Matters (Details) link:presentationLink link:calculationLink link:definitionLink 240844053 - Disclosure - COMMITMENTS AND CONTINGENCIES - Building Construction (Details) link:presentationLink link:calculationLink link:definitionLink 240854054 - Disclosure - COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 210861017 - Disclosure - BENEFIT PLANS link:presentationLink link:calculationLink link:definitionLink 240874055 - Disclosure - BENEFIT PLANS (Details) link:presentationLink link:calculationLink link:definitionLink 210881018 - Disclosure - GEOGRAPHIC INFORMATION link:presentationLink link:calculationLink link:definitionLink 230893015 - Disclosure - GEOGRAPHIC INFORMATION (Tables) link:presentationLink link:calculationLink link:definitionLink 240904056 - Disclosure - GEOGRAPHIC INFORMATION - Geographic Information on Revenues (Details) link:presentationLink link:calculationLink link:definitionLink 240914057 - Disclosure - GEOGRAPHIC INFORMATION - Property and Equipment, Excluding Capitalized Software, and Operating Lease Assets by Geographic Area (Details) link:presentationLink link:calculationLink link:definitionLink 210921019 - Disclosure - ACQUISITIONS link:presentationLink link:calculationLink link:definitionLink 240934058 - Disclosure - ACQUISITIONS (Details) link:presentationLink link:calculationLink link:definitionLink 210941020 - Disclosure - RESTRUCTURING AND OTHER EXIT COSTS link:presentationLink link:calculationLink link:definitionLink 240954059 - Disclosure - RESTRUCTURING AND OTHER EXIT COSTS (Details) link:presentationLink link:calculationLink link:definitionLink 210961021 - Disclosure - GOVERNMENT GRANTS AND OTHER ASSISTANCE link:presentationLink link:calculationLink link:definitionLink 240974060 - Disclosure - GOVERNMENT GRANTS AND OTHER ASSISTANCE (Details) link:presentationLink link:calculationLink link:definitionLink 210981022 - Disclosure - OTHER INCOME (EXPENSE), NET link:presentationLink link:calculationLink link:definitionLink 230993016 - Disclosure - OTHER INCOME (EXPENSE), NET (Tables) link:presentationLink link:calculationLink link:definitionLink 241004061 - Disclosure - OTHER INCOME (EXPENSE), NET (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 9 bkng-20201231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 10 bkng-20201231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 11 bkng-20201231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Area of property subject to lease (in square feet) Area of Real Estate Property Line of credit, outstanding Line of Credit, Current Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period COVID-19 COVID-19 [Member] COVID-19 Intangible assets and other Deferred Tax Liabilities, Intangible Assets Balance Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Disclosure [Text Block] Fair value measurement, inputs (number) Fair value measurement, inputs (number) Fair value measurement, inputs (number) Loyalty Incentive Programs Loyalty Incentive Programs [Member] Loyalty Incentive Programs Proceeds from sale and maturity of marketable securities Proceeds from Sale and Maturity of Marketable Securities Statistical Measurement [Domain] Statistical Measurement [Domain] LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities and Equity [Abstract] GOVERNMENT GRANTS AND OTHER ASSISTANCE Government Grants And Other Assistance [Text Block] Government Grants And Other Assistance Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Prepayments to customers Prepayments to customers [Member] Prepayments to customers Personnel, including stock-based compensation of $233, $308 and $317, respectively Labor and Related Expense Issuance of convertible senior notes Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt Security Exchange Name Security Exchange Name Proceeds from the issuance of long-term debt Proceeds from Issuance of Long-term Debt Property and equipment, excluding capitalized software, and operating lease assets by geographic area Long-lived Assets by Geographic Areas [Table Text Block] Ground Lease Ground Lease [Member] Ground Lease [Member] Total current liabilities Liabilities, Current Accounts Receivable from Customers and Allowance for Expected Credit Losses Accounts Receivable [Policy Text Block] Performance Share Units Performance Shares [Member] Headquarters Headquarters [Member] Headquarters [Member] Unvested, beginning of period (in dollars per share) Unvested, end of period (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Variable Rate [Domain] Variable Rate [Domain] Operating lease supplemental cash flow Lease, Cash Flow [Table Text Block] Lease, Cash Flow [Table Text Block] ASSETS Assets [Abstract] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Investment, Name [Axis] Investment, Name [Axis] Accounting Policies [Abstract] Accounting Policies [Abstract] Restricted Cash and Cash Equivalents Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Cash paid for amounts included in the measurement of lease liabilities Operating Lease, Payments ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT Comprehensive Income (Loss) Note [Text Block] Provision for expected credit losses and chargebacks Provision for uncollectible accounts and chargebacks Provision for uncollectible accounts and chargebacks 2021 Lessee, Operating Lease, Liability, to be Paid, Year One Repurchase of common stock (in shares) Repurchases (in shares) Treasury Stock, Shares, Acquired AOCI Tax, Attributable to Parent AOCI Tax, Attributable to Parent AOCI Tax, Attributable to Parent Balance, beginning of period (in shares) Balance, end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 2024 Lessee, Operating Lease, Liability, to be Paid, Year Four Balance, beginning of period Balance, end of period AOCI before Tax, Attributable to Parent Total future compensation cost related to unvested share-based awards Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Total, net of tax AOCI Attributable to Parent, Net of Tax [Roll Forward] U.S. State Current State and Local Tax Expense (Benefit) Tax credit carryforward Tax Credit Carryforward, Amount Deferred merchant bookings Deferred Merchant Bookings This relates to transactions where travelers purchase hotel room reservations or car rental reservations from travel service provider at price-disclosed rates. Charges are billed to the traveler at the time of booking. Merchant revenue (the difference between the selling price and the cost of the hotel room reservation or car rental reservation) and the accounts payable to the travel service provider are recognized at the conclusion of the traveler's stay at the hotel or when the traveler returns the rental car as amounts collected are generally refundable upon cancellation prior to the hotel stay or rental car pick-up. Total operating expenses Operating Expenses Other comprehensive income (loss), net of tax Other Comprehensive Income (Loss), Net of Tax [Abstract] Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Deferred tax assets Deferred Income Tax Assets, Net Other long-term liabilities Other Liabilities, Noncurrent Short-term investments (Available-for-sale debt securities: Amortized cost of $500 and $998, respectively) Marketable Securities, Current Losses on foreign currency exchange derivatives Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments Document Information [Table] Document Information [Table] Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Measurement Frequency [Domain] Measurement Frequency [Domain] Authorized stock repurchase programs Common Stock Repurchase Program [Member] Common Stock Repurchase Program 2019 Share Repurchase Program 2019 Share Repurchase Program [Member] 2019 Share Repurchase Program [Member] Aggregate Intrinsic Value (in millions) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] Concentration Risk, Percentage Concentration Risk, Percentage Restricted Stock Units and Performance Share Units Awards Other Than Options [Member] Discloses pertinent information related to awards other than stock options awarded as part of an equity-based compensation plan. Grant term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Statement [Line Items] Statement [Line Items] Equity securities, net realized loss Equity Securities, FV-NI, Realized Loss Gross Unrealized Losses /Downward Adjustments Equity Securities without Readily Determinable Fair Value, Impairment Loss, Cumulative Amount Class of Stock [Domain] Class of Stock [Domain] Computer equipment Computer Equipment [Member] Term of revolving credit facility Debt Instrument, Term Measurement Input Type [Domain] Measurement Input Type [Domain] Statement [Table] Statement [Table] 4.5% Senior Notes due April 2027 4.5% Senior Notes Due April 2027 [Member] 4.5% Senior Notes Due April 2027 [Member] Write-offs and adjustments Accounts Receivable, Allowance for Credit Loss, Writeoff Statistical Measurement [Axis] Statistical Measurement [Axis] Operating lease amortization Operating Lease, Right-of-Use Asset, Amortization Expense Office equipment, furniture and fixtures Office Equipment Furniture Fixtures And Leasehold Improvements [Member] Long lived, depreciable assets including office equipment, furniture and fixtures and leasehold improvements. Unusual or Infrequent Items, or Both [Abstract] Reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share Schedule of Weighted Average Number of Shares [Table Text Block] Term of available-for-sale debt securities Debt Securities, Available-for-sale, Term Nonrecurring fair value measurements Fair Value, Nonrecurring [Member] Entity Small Business Entity Small Business DEBT Debt Disclosure [Text Block] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Prepaid expenses, net (Allowance for expected credit losses of $22 and $6, respectively) Prepaid Expense, Current Share Repurchase Program [Domain] Share Repurchase Program [Domain] Receivables from marketing affiliates, gross, current Other Receivables, Gross, Current Amendment Flag Amendment Flag 1999 Plan Omnibus Plan 1999 [Member] Stock compensation plan established in 1999 from which broad-based employee grants may be made. Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Gross interest and penalties accrued Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Shares available to be issued under the plan (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Amounts reclassified to net income Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent RESTRUCTURING AND OTHER EXIT COSTS Restructuring and Related Activities Disclosure [Text Block] Fair Value by Measurement Frequency [Axis] Measurement Frequency [Axis] Measurement Frequency [Axis] Personnel Compensation Related Costs, Policy [Policy Text Block] Shares repurchased in December and settled in following January Treasury Stock Repurchased but unsettled by period end, amount Treasury Stock Repurchased but unsettled by period end, amount United Kingdom UNITED KINGDOM Financial Instruments [Domain] Financial Instruments [Domain] Adjustment for change in estimated probable outcome at the end of the performance period Adjustment for change in estimated probable outcome at the end of the performance period [Member] Adjustment for change in estimated probable outcome at the end of the performance period [Member] Proceeds from revolving credit facility and short-term borrowings Proceeds from Short-term Debt Standby Letters of Credit Standby Letters of Credit [Member] Derivative Financial Instruments Derivatives, Policy [Policy Text Block] Renewal terms Lessee, Operating Lease, Renewal Term Agency revenues Agency Revenue [Member] Agency revenues are derived from travel-related transactions where the Company does not receive payments from travelers for the travel reservation services provided. Agency revenues consist almost entirely of travel reservation commissions, as well as certain global distribution fees ("GDS"), reservation booking fees and certain travel insurance fees. Contingencies Commitments and Contingencies, Policy [Policy Text Block] Property, Plant and Equipment, Type [Axis] Long-Lived Tangible Asset [Axis] Accounts receivable, net, allowance for expected credit losses, current Accounts Receivable, Allowance for Credit Loss, Current Common stock issued in an acquisition Stock Issued During Period, Value, Acquisitions Income Statement Location [Domain] Income Statement Location [Domain] 2022 Lessee, Operating Lease, Liability, to be Paid, Year Two Other Commitments [Line Items] Other Commitments [Line Items] State and Local Jurisdiction State and Local Jurisdiction [Member] FINANCING ACTIVITIES: Net Cash Provided by (Used in) Financing Activities [Abstract] 0.35% Convertible Senior Notes due June 2020 0.35% Senior Convertible Notes Due June 2020 [Member] 0.35% Senior Convertible Notes Due June 2020 [Member] Performance Shares Adjustment (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Performance Shares Adjustment Adjustment for performance share units based on estimated probable shares to be issued at the end of the performance period. Operating lease cost Lease, Cost [Table Text Block] Gross Unrealized Gains /Upward Adjustments Long term investment, gross unrealized gain Long term investment, gross unrealized gain 2023 Lessee, Operating Lease, Liability, to be Paid, Year Three Other assets, net (Allowance for expected credit losses of $33 at December 31, 2020) Other Assets, Noncurrent Plan Name [Axis] Plan Name [Axis] Total liabilities at fair value Estimated fair value of derivative liabilities Financial Liabilities Fair Value Disclosure Total assets Assets Other plans assumed in acquisitions Other plans assumed in acquisitions [Member] Other plans assumed in acquisitions [Member] International government securities Debt Security, Government, Non-US [Member] Total interest expenses Interest Expense, Debt Unvested, beginning of period (in shares) Unvested, end of period (in shares) Unvested units (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Reporting Unit [Domain] Reporting Unit [Domain] Depreciation expense Depreciation, Nonproduction Subsequent Event Type [Axis] Subsequent Event Type [Axis] Non-cash operating and financing activity for an acquisition (see Note 19) Non-cash operating and financing activity for an acquisition Non-cash operating and financing activity for an acquisition Cost Investment in equity securities Equity Securities, FV-NI, Cost Investments, Debt and Equity Securities [Abstract] Investments, Debt and Equity Securities [Abstract] 0.800% Senior Notes Due 2022 0.8% (€1 Billion) Senior Notes due March 2022 0.8% Senior Notes Due March 2022 [Member] 0.8% Senior Notes Due March 2022 [Member] Other Incentive Programs - Additional Rebates Other Incentive Programs - Additional Rebates [Member] Other Incentive Programs - Additional Rebates Stock-based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount Other intangible assets Other Intangible Assets [Member] Performance Share Adjustment (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other than Options Other Adjustments Weighted Average Grant Date Fair Value The weighted average fair value of adjustments for probable shares to be issued related to performance share units granted for equity-based award plans other than stock (unit) option plans. Total liabilities Liabilities Income Tax Contingency [Line Items] Income Tax Contingency [Line Items] Expected stock price volatility Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Less: Imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount OTHER INCOME (EXPENSE), NET Other Nonoperating Income and Expense [Text Block] Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Level 1 Fair Value, Inputs, Level 1 [Member] Schedule of Accounts, Notes, Loans and Financing Receivable [Table] Schedule of Accounts, Notes, Loans and Financing Receivable [Table] Shares Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Long-term assets and liabilities Increase (Decrease) in Other Operating Assets and Liabilities, Net Additional Paid-in Capital Additional Paid-in Capital [Member] Operating leases Lessee, Lease [Table Text Block] Lessee, Lease [Table Text Block] Components of other income (expense), net Schedule of Other Nonoperating Income (Expense) [Table Text Block] HotelsCombined HotelsCombined [Member] HotelsCombined [Member] Expected Term Measurement Input, Expected Term [Member] Government and corporate debt securities Government And Corporate Debt Securities [Member] Government And Corporate Debt Securities Information Technology Information Technology Expenses [Policy Text Block] Describes the entity's accounting policy for information technology expenses. Fair Value of Financial Instruments Fair Value of Financial Instruments, Policy [Policy Text Block] Balance (in shares) Balance (in shares) Common Stock, Shares, Outstanding Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] 2018 Grants 2018 Performance Share Units 2018 Grants [Member] Performance Share Units 2018 Grants [Member] Revolving Credit Facility Revolving Credit Facility [Member] Schedule of Goodwill [Table] Schedule of Goodwill [Table] Cash equivalents and restricted cash equivalents Cash Equivalents [Member] Balance, beginning of period (in dollars per share) Balance, end of period (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Payments to acquire businesses, net of cash acquired Payments to Acquire Businesses, Net of Cash Acquired Common stock, authorized shares (in shares) Common Stock, Shares Authorized Activity of restricted stock units Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] Geographic information on revenues Revenue from External Customers by Geographic Areas [Table Text Block] Property and equipment, gross Property, Plant and Equipment, Gross Weighted-average dilutive stock options, restricted stock units and performance share units Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements U.S. Federal Deferred Federal Income Tax Expense (Benefit) Euro-denominated debt Deferred Tax Assets, Euro Denominated Debt Deferred Tax Assets, Euro Denominated Debt Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Axis] Amortized cost of available-for-sale debt securities, noncurrent Debt Securities, Available-for-sale, Amortized Cost, Noncurrent Goodwill Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] Income Statement [Abstract] Income Statement [Abstract] Accumulated Other Comprehensive Income (Loss) Total AOCI, net of tax AOCI Attributable to Parent [Member] 2020 Performance Share Units 2020 Grants [Member] Performance Share Units 2020 Grants Prepaid expenses and other current assets Increase (Decrease) in Prepaid Expense and Other Assets Unamortized Debt Discount and Debt Issuance Cost Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Use of Estimates Use of Estimates, Policy [Policy Text Block] Meituan Meituan-Dianping [Member] Meituan-Dianping [Member] Income Tax Authority [Domain] Income Tax Authority [Domain] Adjustment due to: Income Tax Reconciliation Adjustment Due to [Abstract] -- None. No documentation exists for this element. -- Property and equipment (excluding capitalized software) and operating lease assets Other Long-Lived Assets Other long-lived assets include Right-of-Use Assets and Property, plant and equipment, net (excluding capitalized software). Activity of performance share units Schedule of Nonvested Performance-based Units Activity [Table Text Block] Counterparty Name [Domain] Counterparty Name [Domain] Additions to property and equipment Payments to Acquire Property, Plant, and Equipment The Netherlands NETHERLANDS GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS Goodwill and Intangible Assets Disclosure [Text Block] Property, Plant and Equipment [Abstract] Property, Plant and Equipment [Abstract] Accruals for loss contingencies Loss Contingency Accrual Payments for estimated probable taxes owed for prior tax years Payments for Other Taxes Vendors used to fit out and furnish office space Vendors used to fit out and furnish office space [Member] Vendors used to fit out and furnish office space Earnings before income taxes Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest Hedging Designation [Axis] Hedging Designation [Axis] Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Cumulative impairment charges Goodwill, Impaired, Accumulated Impairment Loss Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Net operating loss carryforward — U.S. Deferred Tax Assets, Operating Loss Carryforwards, Domestic OCI before reclassifications Other Comprehensive Income (Loss) before Reclassifications, Tax Carrying Value Fair value of investment in equity securities Equity Securities, FV-NI Entity [Domain] Entity [Domain] Remittances of employee withholding taxes Payment, Tax Withholding, Share-based Payment Arrangement 1.800% Senior Notes Due 2027 1.8% (€1 Billion) Senior Notes due March 2027 1.8% Senior Notes Due March 2027 [Member] 1.8% Senior Notes Due March 2027 [Member] Designated as Hedging Instrument Designated as Hedging Instrument [Member] Acquisitions Goodwill, Acquired During Period If-converted value over the aggregate principal amount Debt Instrument, Convertible, If-converted Value in Excess of Principal Equity securities, net unrealized gains Equity Securities, FV-NI, Unrealized Gain Estimated Useful Lives (years) Property, Plant and Equipment, Useful Life Goodwill [Line Items] Goodwill [Line Items] Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Other Other Noncash Expense U.S. Federal Federal Income Tax Expense (Benefit), Continuing Operations Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Impact of COVID-19 Impact of COVID-19 [Policy Text Block] Disclosure of accounting policy for the Impact of COVID-19. Shares repurchased in December and settled in following January (in shares) Treasury Stock Repurchased but unsettled by period end Treasury Stock Repurchased but unsettled by period end Carrying Value Investments in private companies accounted for as debt securities Debt Securities, Available-for-sale Restricted Stock Restricted Stock [Member] Share-based Payment Arrangement [Abstract] Share-based Payment Arrangement [Abstract] 0.9% Convertible Senior Notes due September 2021 0.9% Senior Convertible Notes Due September 2021 [Member] 0.9% Senior Convertible Notes Due September 2021 [Member] Changes in allowance for expected credit losses for receivables from customers and marketing affiliates Accounts Receivable, Allowance for Credit Loss [Table Text Block] Current operating lease liabilities Operating Lease, Liability, Current Potential Fine Under Contractual Parity Agreement Potential Fine Under Contractual Parity Agreement [Member] Potential Fine Under Contractual Parity Agreement Forfeited (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Assumptions used to value option grants Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] FAIR VALUE MEASUREMENTS Fair Value Disclosures [Text Block] Accounts, Notes, Loans and Financing Receivable [Line Items] Accounts, Notes, Loans and Financing Receivable [Line Items] Cumulative effect of adoption of accounting standards updates Cumulative Effect, Period of Adoption, Adjustment [Member] Decrease in contractual obligation Other Increases/(Decreases) in Amounts Owed for Contractual Obligations Other Increases/(Decreases) in Amounts Owed for Contractual Obligations Entity Registrant Name Entity Registrant Name Subsequent Event Type [Domain] Subsequent Event Type [Domain] Business Acquisition [Line Items] Business Acquisition [Line Items] Weighted-average discount rate Operating Lease, Weighted Average Discount Rate, Percent ASSETS: Assets, Fair Value Disclosure [Abstract] Equity securities - other investments Equity Securities, FV-NI [Abstract] Equity Securities, FV-NI Weighted-average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Lease Arrangement [Axis] Lease Arrangement [Axis] Lease Arrangement Gross Unrealized Gains /Upward Adjustments Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Cumulative Amount Deferred Tax Assets and Liabilities [Table] Deferred Tax Assets and Liabilities [Table] Deferred Tax Assets and Liabilities Equity securities Equity Securities [Member] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code TREASURY STOCK Treasury Stock [Text Block] Pension-Related Litigation Pension-related litigation [Member] Pension-related litigation Depreciation and amortization Depreciation, Depletion and Amortization, Nonproduction Adjustments for New Accounting Pronouncements [Axis] Accounting Standards Update [Axis] Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Schedule of Cash and Cash Equivalents [Table Text Block] Gross Unrealized Losses /Downward Adjustments Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Exercise of stock options and vesting of restricted stock units and performance share units (in shares) Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture Entity Address, Postal Zip Code Entity Address, Postal Zip Code Restructuring and Other Exit Costs Costs Associated with Exit or Disposal Activity or Restructuring [Policy Text Block] Goodwill Balance, beginning of year Balance, end of year Goodwill Total other comprehensive income (loss), net of tax Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent Payments to settle contingent liabilities Payment for Contingent Consideration Liability, Total Amount of cash outflow to settle contingent consideration liability. Foreign Currency Translation Adjustments - Net Investment Hedges Accumulated Foreign Currency Adjustment Attributable To Parent, Net Investment Hedges [Member] Accumulated Foreign Currency Adjustment Attributable To Parent, Net Investment Hedges [Member] Grab Grab [Member] Grab [Member] Government grants and other assistance benefits, recognized amount Government Grant and Other Assistance Benefit Recognized Government Grant and Other Assistance Benefit Recognized Face amount of debt Debt Instrument, Face Amount Other current assets Other Assets, Current Goodwill Schedule of Goodwill [Table Text Block] Lease Liabilities: Operating Lease, Liability [Abstract] Equity [Abstract] Equity [Abstract] Total assets at fair value Estimated fair value of derivative assets Assets, Fair Value Disclosure Sensitivity Analysis, Reporting Unit, Change in Discount Rate Sensitivity Analysis, Reporting Unit, Change in Discount Rate Sensitivity Analysis, Reporting Unit, Change in Discount Rate Balance, beginning of year Balance, end of year Liabilities for loyalty program incentives Contract with Customer, Liability, Current Granted (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Repayments of revolving credit facility and short-term borrowings Repayments of Short-term Debt Annual estimated amortization expense for intangible assets for the next five years and thereafter Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Derivative Contract [Domain] Derivative Contract [Domain] Weighted-average number of diluted common shares outstanding (in 000's) Weighted-average number of diluted common and common equivalent shares outstanding Weighted Average Number of Shares Outstanding, Diluted Letter of Credit Letter of Credit [Member] Financial assets and liabilities carried at fair value and nonrecurring fair value measurements Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] Other Income and Expenses [Abstract] Estimated additional restructuring expenses Restructuring and Related Cost, Expected Cost Remaining Number of operating segments Number of Operating Segments Debt Disclosure [Abstract] Debt Disclosure [Abstract] Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Amortization of debt discount and debt issuance costs Amortization of Debt Issuance Costs and Discounts Accrued expenses Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities Net cash provided by (used in) financing activities Net Cash Provided by (Used in) Financing Activities Short-term Debt, Type [Axis] Short-term Debt, Type [Axis] Geographic Information Revenues from External Customers and Long-Lived Assets [Line Items] Unrecognized tax benefit — January 1 Unrecognized tax benefit — December 31 Unrecognized tax benefits Unrecognized Tax Benefits Tax Credit Carryforward, Name [Domain] Tax Credit Carryforward, Name [Domain] Counterparty Name [Axis] Counterparty Name [Axis] Common stock, $0.008 par value, Authorized shares: 1,000,000,000 Issued shares: 63,406,451 and 63,179,471, respectively Common Stock, Value, Issued Long-term investments (Includes available-for-sale debt securities: Amortized cost of $225 and $2,192, respectively) Carrying Value Long-term Investments Finite-lived intangible assets Finite-Lived Intangible Assets [Line Items] Document Fiscal Year Focus Document Fiscal Year Focus OCI for the period Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent 2022 Finite-Lived Intangible Asset, Expected Amortization, Year Two Fair value measurement, inputs (percentages) Fair value measurement, inputs (percentages) Fair value measurement, inputs (percentages) Cash and Cash Equivalents [Axis] Cash and Cash Equivalents [Axis] Gross Unrealized Losses /Downward Adjustments Long term investment, gross unrealized loss Long term investment, gross unrealized loss Carrying Value Long-term Debt, Current Maturities Reduction due to settlements during the current period Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Entity Current Reporting Status Entity Current Reporting Status Interest and dividend income Investment Income, Interest and Dividend Type of Credit Loss [Axis] Type of Credit Loss [Axis] Type of Credit Loss Shares that could be issued if maximum performance thresholds are met Maximum number of shares that could be issued [Member] Maximum number of shares that could be issued [Member] Accounting Policies [Line Items] Accounting Policies [Line Items] [Line Items] for Accounting Policies [Table] Common stock, shares issued (in shares) Common Stock, Shares, Issued Cash and cash equivalents Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Euro-Denominated Debt Euro-Denominated Debt [Member] Euro-Denominated Debt [Member] Total operating lease liabilities Total operating lease liabilities Operating Lease, Liability Net deferred tax liabilities Deferred Tax Liabilities, Net Long-term debt Long-term debt Long-term Debt, Excluding Current Maturities Segment Reporting [Abstract] Segment Reporting [Abstract] Share Repurchase Program [Axis] Share Repurchase Program [Axis] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Significant Accounting Policies [Text Block] Debt Instrument [Line Items] Debt Instrument [Line Items] Total stockholders' equity Balance, beginning of period Balance, end of period Equity Stockholders' Equity Attributable to Parent Rate 2B Rate 2B [Member] Rate 2A [Member] Supply and distribution agreements Distribution Rights [Member] BUSINESS DESCRIPTION Nature of Operations [Text Block] Foreign rate differential Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount Other Incentive Programs Other Incentive Programs [Member] Other Incentive Programs Entity Address, City or Town Entity Address, City or Town Additional stock-based compensation expense to be recognized over the remaining requisite service period Share-based Payment Arrangement, Plan Modification, Incremental Cost Accrued compensation liabilities Employee-related Liabilities, Current Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Restricted Stock Units Restricted Stock Units (RSUs) [Member] Rentalcars.com Rentalcars.com [Member] Rentalcars.com [Member] 2025 Lessee, Operating Lease, Liability, to be Paid, Year Five Financial Instrument [Axis] Financial Instrument [Axis] Type of Adoption [Domain] Accounting Standards Update [Domain] Foreign currency sales Foreign currency sales [Member] Foreign currency sales Operating lease assets Deferred Tax Liabilities, Leasing Arrangements Valuation allowance on deferred tax assets Valuation allowance on deferred tax assets Deferred Tax Assets, Valuation Allowance EBITDA Multiple Measurement Input, EBITDA Multiple [Member] 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Three Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Merchant revenues Merchant revenue Merchant Revenue [Member] Merchant revenues are derived from services where the Company receives payments from travelers for the travel reservation services provided, generally at the time of booking. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) and travel reservation commissions in connection with our accommodation reservations and rental car services; ancillary fees, including damage excess waiver insurance and certain travel insurance fees and certain GDS reservation booking fees; and customer processing fees. Substantially all merchant revenues are for merchant services derived from transactions where travelers book accommodations reservations or rental car reservations from travel service providers at disclosed rates, which are subject to contractual arrangements. Investment, Name [Domain] Investment, Name [Domain] Leases [Abstract] Leases [Abstract] Coupon interest expense Debt Instrument, Coupon Interest Expense Interest expense related to the coupon rate of the debt instrument(s) Operating lease obligations Operating Lease Obligations [Member] Operating Lease Obligations [Member] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Total current assets Assets, Current Operating loss carryforwards Operating Loss Carryforwards Earnings Per Share [Abstract] Earnings Per Share [Abstract] Restructuring and other exit costs Restructuring Charges Tax effects of temporary differences that give rise to significant portions of deterred tax assets and liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Long-term debt: Long-term Debt, Excluding Current Maturities [Abstract] Income tax benefit recorded to adjust the remeasurement of deferred tax balances due to the reduction of the U.S. federal statutory tax rate Tax Cuts And Jobs Act Of 2017, Measurement Period Adjustment, Change In Tax Rate, Provisional Income Tax Expense Benefit Tax Cuts And Jobs Act Of 2017, Measurement Period Adjustment, Change In Tax Rate, Provisional Income Tax Expense Benefit Online Travel Reservation Services Online Travel Reservation Services [Member] Online Travel Reservation Services Stockholders' equity: Stockholders' Equity Attributable to Parent [Abstract] 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Five Sensitivity Analysis, Reporting Unit, Change in Growth Rate Sensitivity Analysis, Reporting Unit, Change in Growth Rate Sensitivity Analysis, Reporting Unit, Change in Growth Rate Document Fiscal Period Focus Document Fiscal Period Focus Capitalized software Software Development [Member] Advertising and other revenues Advertising and other revenues [Member] Advertising and other revenues are primarily recognized by KAYAK and OpenTable and to a lesser extent by priceline for advertising placements on its website and Booking.com's BookingSuite branded accommodation marketing and business analytics services. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its websites and mobile apps. Revenue related to referrals is recognized when a customer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a customer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes reservation fees when diners are seated through its online restaurant reservation service and subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided. Deferred Tax Asset [Domain] Deferred Tax Asset [Domain] Other sources of online travel reservation services and advertising and other revenues Other sources of online travel reservation services or advertising and other revenues [Member] Other sources of online travel reservation services or advertising and other revenues Current Liabilities: Long-term Debt, Current Maturities [Abstract] Carrying value of the portions of Euro-denominated debt, including accrued interest, designated as a net investment hedge Notional Amount of Nonderivative Instruments Entity Filer Category Entity Filer Category Common Stock par value $0.008 per share Common Stock Common Stock [Member] Foreign currency translation adjustments, net of tax Accumulated Foreign Currency Adjustment Attributable to Parent [Member] Product and Service [Domain] Product and Service [Domain] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Technology Technology-Based Intangible Assets [Member] Total Income Tax Expense (Benefit), Continuing Operations [Abstract] Class of Treasury Stock [Table] Class of Treasury Stock [Table] Leasehold improvements Leasehold Improvements [Member] Revenue Benchmark Revenue Benchmark [Member] Unusual or Infrequent Item, or Both [Domain] Unusual or Infrequent Item, or Both [Domain] Stated interest rate Debt Instrument, Interest Rate, Stated Percentage Operating lease liabilities Deferred Tax Assets, Lease liabilities Deferred Tax Assets, Lease liabilities Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Net increase in cash and cash equivalents and restricted cash and cash equivalents Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect ACQUISITIONS Business Combination Disclosure [Text Block] Debt instrument, minimum liquidity covenant, amount Debt Instrument, Covenant, Minimum Liquidity Amount Debt Instrument, Covenant, Minimum Liquidity Amount Loss Contingency, Nature [Domain] Loss Contingency, Nature [Domain] Grants receivable Grants Receivable, Current Stock Options Employee Stock Option Share-based Payment Arrangement, Option [Member] Amortized cost of available-for-sale debt securities, current Debt Securities, Available-for-sale, Amortized Cost, Current Debt securities Debt Securities, Available-for-sale [Abstract] Foreign currency translation adjustments, net of tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Treasury stock, shares (in shares) Treasury Stock, Shares U.S. State Deferred State and Local Income Tax Expense (Benefit) Domestic pre-tax (loss) income Income (Loss) from Continuing Operations before Income Taxes, Domestic Cash paid during the period for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Carrying Value Fair value of investment in equity securities of private companies Equity Securities without Readily Determinable Fair Value, Amount Investments Investment [Table Text Block] Additional paid-in capital Additional Paid in Capital 2021 Finite-Lived Intangible Asset, Expected Amortization, Year One Total revenues Revenues Revenues Revenues Class of Stock [Axis] Class of Stock [Axis] Schedule of derivative instruments Schedule of Derivative Instruments [Table Text Block] Unrealized foreign currency transaction losses (gains) on Euro-denominated debt Foreign Currency Transaction Gain (Loss), before tax associated with the remeasurement of non-functional currency debt Foreign Currency Transaction Gain (Loss), before tax associated with the remeasurement of non-functional currency debt Cash paid during the period for income taxes (see Note 15) Income Taxes Paid, Net Matching contributions Defined Contribution Plan, Employer Discretionary Contribution Amount 2018 and 2019 Grants Performance Share Units 2018 and 2019 Grants [Member] Performance Share Units 2018 and 2019 Grants Accrued expenses and other current liabilities Accrued Liabilities, Current Net income applicable to common stockholders per diluted common share Earnings Per Share, Diluted Cash realized from the sales and maturities of investments in debt securities Proceeds from Sale of Debt Securities, Available-for-sale Shares for purchase price consideration Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Schedule of outstanding debt Schedule of Debt [Table Text Block] Summary of interest expenses Schedule of Long-term Debt Instruments [Table Text Block] Entity Address, Address Line One Entity Address, Address Line One Exercise of stock options and vesting of restricted stock units and performance share units Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture Entity Emerging Growth Company Entity Emerging Growth Company Potential decrease in fair value due to 0.5% increase in discount rate Sensitivity Analysis, Reporting Units, Impact Of A Half-Percent Increase in Discount Rate Sensitivity Analysis, Reporting Units, Impact Of A Half-Percent Increase in Discount Rate Consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) Debt Instrument, Convertible, Threshold Consecutive Trading Days Deferred income tax expense (benefit) Total Deferred Income Tax Expense (Benefit) U. S. Federal Funds Rate Federal Funds Purchased [Member] Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Deferred Tax Assets and Liabilities [Line Items] Deferred Tax Assets and Liabilities [Line Items] [Line Items] for Deferred Tax Assets and Liabilities Maximum Maximum [Member] Stock-based compensation and other stock based payments Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Balance, beginning of year Balance, end of year Accounts Receivable, Allowance for Credit Loss Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Investments [Domain] Investments [Domain] Stock-based compensation expense and other stock-based payments Share-based Compensation and Other Stock-based Expense The aggregate amount of noncash, equity-based employee remuneration and other stock-based expense. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Trading Symbol Trading Symbol Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Acquisition of land use rights Acquisition of land use rights Acquisition of land use rights Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements [Abstract] Investments in private companies, equity securities Equity securities, private companies [Member] Equity securities, private companies [Member] International pre-tax income Income (Loss) from Continuing Operations before Income Taxes, Foreign Entity Shell Company Entity Shell Company FareHarbor FareHarbor [Member] FareHarbor [Member] [Member] Debt instrument, covenant, required minimum liquidity on a pro forma basis required for cash distribution and share repurchases Debt Instrument, Covenant, Pro Forma Liquidity Required For Distribution Debt Instrument, Covenant, Pro Forma Liquidity Required For Distribution Recurring fair value measurements Recurring Basis Fair Value, Recurring [Member] Segment Reporting Segment Reporting, Policy [Policy Text Block] Online accommodation reservation services Online accommodation reservation services [Member] Online accommodation reservation services Entity Public Float Entity Public Float Decrease in liability balance with a corresponding increase to revenue Contract with Customer, Liability, Cumulative Catch-up Adjustment to Revenue, Change in Estimate of Transaction Price Document Type Document Type ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Other income (expense), net Other income (expense), net Other Nonoperating Income (Expense) Number of stock options granted Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Reporting Unit [Axis] Reporting Unit [Axis] Treasury Stock Treasury Stock [Member] Segments [Axis] Segments [Axis] BENEFIT PLANS Retirement Benefits [Text Block] Balances of accumulated other comprehensive income (loss) by component Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Vested (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Level 3 Fair Value, Inputs, Level 3 [Member] Guarantor Obligations, Nature [Domain] Guarantor Obligations, Nature [Domain] 4.625% Senior Notes due April 2030 4.625% Senior Notes Due April 2030 [Member] 4.625% Senior Notes Due April 2030 [Member] Leases Lessee, Leases [Policy Text Block] Shares repurchased (in shares) Stock Repurchased During Period, Shares Other current assets Other Current Assets [Member] Contractual obligation Contractual Obligation Uncertain tax positions Effective Income Tax Rate Reconciliation, Tax Contingency, Amount Cash payment of the conversion value in excess of the principal amount Debt Conversion, Converted Instrument, Cash The value of the conversion premium on the convertible instrument paid in cash and booked to additional paid in capital. Convertible debt Convertible Debt, Current Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Deferred income taxes Deferred Income Tax Liabilities, Net Tax benefit (expense) AOCI Attributable To Parent, Tax [Roll Forward] AOCI Attributable To Parent, Tax [Roll Forward] Intangible assets, net Net Carrying Amount Intangible Assets, Net (Excluding Goodwill) Line of Credit Rate [Axis] Line of Credit Rate [Axis] Line of Credit Rate [Axis] Operating (loss) income Operating Income (Loss) Payments of debt issuance costs Payments of Debt Issuance Costs Impairment of Long-Lived Assets Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] Summary of the Activity of Deferred Revenue Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] Shares probable to be issued Performance Shares, Shares Probable To Be Issued [Member] Performance Shares, Shares Probable To Be Issued Variable Rate [Axis] Variable Rate [Axis] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Commitments and contingencies (see Note 16) Commitments and Contingencies General authorization for shares withheld on stock award vesting Share-based Payment Arrangement, Decrease for Tax Withholding Obligation Payments for repurchase of common stock Payments for Repurchase of Common Stock Notional Amount, Type [Axis] Notional Amount, Type [Axis] Notional Amount, Type Vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Entity Address, State or Province Entity Address, State or Province Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Income tax expense at U.S. federal statutory rate Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Accounts payable Accounts Payable, Current Foreign currency translation adjustments Goodwill, Foreign Currency Translation Gain (Loss) OpenTable and KAYAK OpenTable And KAYAK [Member] OpenTable And KAYAK [Member] Redeemable convertible preferred stock Redeemable Convertible Preferred Stock [Member] Less: Sublease income Sublease Income Unusual or Infrequent Item, or Both [Line Items] Unusual or Infrequent Item, or Both [Line Items] Other Commitments [Table] Other Commitments [Table] Website and Internal-use Software Capitalization Internal Use Software, Policy [Policy Text Block] Retained earnings Retained Earnings (Accumulated Deficit) Repayments of borrowings under credit facility Repayments of Lines of Credit Operating lease assets Operating Lease, Right-of-Use Asset ASU 2016-01 Accounting Standards Update 2016-01 [Member] Sales and Other Expenses Sales and other expenses [Policy Text Block] Sales and other expenses Product Concentration Risk Product Concentration Risk [Member] One Month LIBOR One Month LIBOR [Member] The One Month London Interbank Offered Rate (LIBOR) used to calculate the variable interest rate of the debt instrument. Income Taxes Income Tax, Policy [Policy Text Block] Hedging Designation [Domain] Hedging Designation [Domain] Total lease expense, net of sublease income Lease, Cost Equity securities - investments in private companies Equity Securities, FV-NI and without Readily Determinable Fair Value [Abstract] Exercisable, (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Long-term Investments Long-term investments Long-term Investments [Member] Long-term Investments [Member] Stock-based compensation and other stock-based payments APIC, Share-based Payment Arrangement, Increase for Cost Recognition Tax Act - U.S. transition tax benefit and other transition impacts Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Transition Tax on Accumulated Foreign Earnings, Amount Line of Credit Rate [Domain] Line of Credit Rate [Domain] Line of Credit Rate [Domain] Reduction in revenue for refunds paid or estimated to be payable Contract With Customer, reduction (increase) to revenue for refunds paid or estimated to be payable to travelers Amount of reduction (increase) to revenue for refunds paid or estimated to be payable to travelers to provide free cancellation for certain non-refundable reservations without a corresponding estimated expected recovery from the travel service provider. Investments Investment, Policy [Policy Text Block] Business Acquisition [Axis] Business Acquisition [Axis] Geographical [Domain] Geographical [Domain] Common stock issued in an acquisition (in shares) Stock Issued During Period, Shares, Acquisitions International Deferred Foreign Income Tax Expense (Benefit) Prepaid expenses, net, allowance for expected credit losses, noncurrent Prepaid Expenses, Allowance for Credit Loss, Noncurrent Prepaid Expenses, Allowance for Credit Loss, Noncurrent Cost Long term investment, cost Long term investment, cost Entity Voluntary Filers Entity Voluntary Filers Tax Credit Carryforward [Axis] Tax Credit Carryforward [Axis] Thereafter Finite-Lived Intangible Asset, Expected Amortization, after Year Five Convertible debt securities Convertible Debt Securities [Member] Credit Facility [Axis] Credit Facility [Axis] Estimated market value of outstanding senior notes Debt Instrument, Fair Value Disclosure Internet domain names Internet Domain Names [Member] Didi Chuxing Didi Chuxing [Member] Didi Chuxing [Member] Travel Transaction Related Taxes Travel Transaction Related Taxes [Member] Travel Transaction Related Taxes Foreign Tax Authority Foreign Tax Authority [Member] Payments related to principal amount Payments Related To Principle Of Senior Convertible Notes The cash outflow from the repayment of the aggregate principal amount of convertible debt. Restructuring and Related Activities [Abstract] Business Combinations [Abstract] Business Combinations [Abstract] Increase (Decrease) in Stockholders' Equity Increase (Decrease) in Stockholders' Equity [Roll Forward] Rate 2C Rate 2C [Member] Rate 2C [Member] Wage-Related Taxes and Interest Owed for Prior Periods Wage-related taxes owed for prior periods, including interest [Member] Wage-related taxes owed for prior periods, including interest [Member] Exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Goodwill [Roll Forward] Goodwill [Roll Forward] Accounting Policies [Table] Accounting Policies [Table] Accounting Policies [Table] Foreign currency purchases Foreign currency purchases [Member] Foreign currency purchases Lease Arrangement [Domain] Lease Arrangement [Domain] Lease Arrangement Contingent Consideration Type [Domain] Contingent Consideration Type [Domain] Prepayments to certain customers Prepayments to customers Prepayments to customers Cloud Computing Arrangements Cloud Computing Arrangements [Policy Text Block] Cloud Computing Arrangements Summary of stock repurchase activities Class of Treasury Stock [Table Text Block] Estimated vesting of performance share units granted Estimated vesting of performance share units granted [Table Text Block] Estimated vesting of performance share units granted [Table Text Block] Net cash provided by operating activities Net Cash Provided by (Used in) Operating Activities Entity Central Index Key Entity Central Index Key Assumed conversion of convertible senior notes Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities Foreign Currency Translation Adjustments - Foreign Currency Translation Accumulated Foreign Currency Adjustment Attributable To Parent, Foreign Currency Translation [Member] Accumulated Foreign Currency Adjustment Attributable To Parent, Foreign Currency Translation [Member] Potential increase in fair value due to 0.5% decrease in discount rate Sensitivity Analysis, Reporting Units, Impact Of A Half-Percent Decrease in Discount Rate Sensitivity Analysis, Reporting Units, Impact Of A Half-Percent Decrease in Discount Rate Derivative Instrument [Axis] Derivative Instrument [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Prepaid expenses, allowance for credit loss Prepaid Expenses, Allowance for Credit Loss Prepaid Expenses, Allowance for Credit Loss Other liabilities, noncurrent Other Noncurrent Liabilities [Member] Intangible assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Senior Notes Senior Notes [Member] Debt discount related to convertible notes, net of tax Debt Instrument Convertible Carrying Amount Of The Equity Component Related To Debt Discount Net Of Tax The carrying amount of the equity component of convertible debt related to debt discount, net of tax. Geographical [Axis] Geographical [Axis] Valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount Amounts reclassified to net income Reclassification from AOCI, Current Period, Tax Sales and other expenses Sales and other expenses "Sales and other expenses" are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations and other services; (3) provisions for customer chargebacks associated with merchant transactions; (4) customer relations costs; (5) provisions for credit losses and bad debt, primarily related to agency accommodation commission receivables; and (6) insurance claim costs. Segments [Domain] Segments [Domain] Goodwill Goodwill [Member] Cost Investment in debt securities Investment in convertible notes Debt Securities, Available-for-sale, Amortized Cost Gross Unrealized Gains /Upward Adjustments Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Income Statement Location [Axis] Income Statement Location [Axis] Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Goodwill impairment Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount U.S. Federal Current Federal Tax Expense (Benefit) Notional amount: Derivative, Notional Amount Intangible assets amortization expense Amortization of Intangible Assets Prepaid Taxes Prepaid Taxes U.S. State State and Local Income Tax Expense (Benefit), Continuing Operations Ratio of closing share price to conversion price as a condition for conversion of the convertible notes Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger GEOGRAPHIC INFORMATION Segment Reporting Disclosure [Text Block] Title of 12(b) Security Title of 12(b) Security Unrealized gains on investments Deferred Tax Liabilities, Investments Net (gains) losses on marketable equity securities Net gains (losses) on marketable equity securities Equity Securities, FV-NI, Gain (Loss) Total Finite-Lived Intangible Assets, Net Weighted-average grant-date fair value per option (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Income taxes liability Accrued Income Taxes, Current 1.00% Convertible Debt due March 2018 Convertible Debt 1.00 Percent Due March 2018 [Member] This element represents the information pertaining to Convertible Senior Notes with interest rate of 1.00 percent due in March 2018 [Member] NOLs utilized in period Operating Loss Carryforwards, Used In Period Operating Loss Carryforwards, Used In Period Other Other Nonoperating Income (Expense), Other Miscellaneous Amounts Other Nonoperating Income (Expense), Other Miscellaneous Amounts Interest expense Total interest expenses Interest Expense Unrecognized tax benefits Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Research Tax Credit Carryforward Research Tax Credit Carryforward [Member] Depreciation and amortization Depreciation, Depletion and Amortization Short-term Investments Short-term Investments [Member] Income tax expense (benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Reward expiration period Loyalty And Other Incentive Programs, Expiration Period For Reward Points Loyalty And Other Incentive Programs, Expiration Period For Reward Points Marketing expenses Marketing Expense Product and Service [Axis] Product and Service [Axis] Innovation Box Tax rate Effective Income Tax Rate at Innovation Box Tax Rate This element represents the effective income tax rate on qualifying innovative activities under Innovative Box Tax. Acquisitions and other investments, net of cash acquired Payments to Acquire Businesses and Interest in Affiliates Investment Type [Axis] Investment Type [Axis] 2.150% Senior Notes Due 2022 2.15% (€750 Million) Senior Notes due November 2022 2.15% Senior Notes Due November 2022 [Member] 2.15% Senior Notes Due November 2022 [Member] Other assets, net Other Noncurrent Assets [Member] Federal GILTI Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Federal GILTI, Amount Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Federal GILTI, Amount Total future compensation cost related to unvested share-based awards, expected period of recognition Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Accrued performance advertising liabilities Accrued Advertising, Current Revenues recognized from the beginning balance Contract with Customer, Liability, Revenue Recognized Net income Net income Net Income (Loss) Available to Common Stockholders, Basic Conversion of debt Adjustments To Additional Paid In Capital Senior Convertible Notes Converted Adjustments To Additional Paid In Capital Senior Convertible Notes Converted Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Investments in private companies, debt securities Debt securities, private companies [Member] Debt securities, private companies [Member] Debt Instrument [Axis] Debt Instrument [Axis] Land-use rights Land-use rights [Policy Text Block] Land-use rights [Policy Text Block] Contingent Consideration by Type [Axis] Contingent Consideration by Type [Axis] Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Repurchase of common stock Repurchases Treasury Stock, Value, Acquired, Cost Method OpenTable OpenTable [Member] OpenTable [Member] Receivables from customers, gross, current Accounts Receivable, before Allowance for Credit Loss, Current Revenue from Contract with Customer [Abstract] Revenue from Contract with Customer [Abstract] Total Debt Securities, Trading, and Equity Securities, FV-NI [Abstract] Variable lease expense Variable Lease, Cost State income tax (benefit) expense Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount Schedule of Investments [Line Items] Schedule of Investments [Line Items] Tax credit carryforward, used in period Tax Credit Carryforward, Used In Period Tax Credit Carryforward, Used In Period Cost Investment in equity securities of private companies Equity Securities Without Readily Determinable Fair Value, Cost Cost of Equity Secuirites without readily determinable fair value Loss Contingencies by Nature of Contingency [Axis] Loss Contingency Nature [Axis] Adjustments to reconcile net income to net cash provided by operating activities: Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Subsequent Event Subsequent Event [Member] Rate 1 Rate 1 [Member] Rate 1 [Member] Domestic Tax Authority Domestic Tax Authority [Member] Deferred Merchant Bookings Deferred Merchant Bookings [Member] Deferred Merchant Bookings [Member] Change in Presentation and Reclassification Reclassification, Comparability Adjustment [Policy Text Block] Letters of credit outstanding Letters of Credit Outstanding, Amount 4.1% Senior Notes due April 2025 4.1% Senior Notes due April 2025 [Member] 4.1% Senior Notes due April 2025 Concentration Risk Type [Axis] Concentration Risk Type [Axis] Number of countries in which restructuring actions have taken place Number of Countries in which Entity Commenced Restructuring Actions Number of Countries in which Entity Commenced Restructuring Actions U.S. government securities US Government Debt Securities [Member] Equity securities, net unrealized loss Equity Securities, FV-NI, Unrealized Loss Gross Unrealized Gains /Upward Adjustments Equity Securities, FV-NI, Accumulated Gross Unrealized Gain, Before Tax Equity Securities, FV-NI, Accumulated Gross Unrealized Gain, Before Tax Deferred tax assets, operating loss carryforwards, used in period Deferred Tax Assets, Operating Loss Carryforwards, Used In Period Deferred Tax Assets, Operating Loss Carryforwards, Used In Period Gross Unrealized Losses /Downward Adjustments Equity Securities, FV-NI, Accumulated Gross Unrealized Loss, Before Tax Equity Securities, FV-NI, Accumulated Gross Unrealized Loss, Before Tax Operating lease liabilities Non-current operating lease liabilities Operating Lease, Liability, Noncurrent 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Four Executive Officers Executive Officers [Member] Executive Officers Turkish Tax Audit Turkish Tax Audit [Member] Turkish Tax Audit [Member] Current assets: Assets, Current [Abstract] Estimated possible fine per incident Estimated possible fine Estimated possible fine Remaining authorization to repurchase common stock Stock Repurchase Program, Remaining Authorized Repurchase Amount Comprehensive income Comprehensive Income (Loss), Net of Tax, Attributable to Parent Expected dividend yield Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Schedule of effective income tax rate reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Legal Entity [Axis] Legal Entity [Axis] OCI before reclassifications OCI, before Reclassifications, Net of Tax, Attributable to Parent City Area Code City Area Code Income Tax Authority [Axis] Income Tax Authority [Axis] Document Period End Date Document Period End Date Net Investment Hedging Net Investment Hedging [Member] Amount of common stock repurchases authorized Stock Repurchase Program, Authorized Amount Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] 3.65% Senior Notes due March 2025 3.65% Senior Notes Due March 2025 [Member] 3.65% Senior Notes Due March 2025 [Member] Non-cash investing and financing activity for an acquisition (see Note 19) Non-cash investing and financing activity for an acquisition Non-cash investing and financing activity for an acquisition 2.375% (€1 Billion) Senior Notes due September 2024 2.375% Senior Notes Due September 2024 [Member] 2.375% Senior Notes Due September 2024 Booking.com Booking.com [Member] Booking.com [Member] Accounts receivable, net (Allowance for expected credit losses of $166 and $49, respectively) Accounts and Other Receivables, Net, Current Assessed taxes including interest and penalties Loss Contingency, Tax, Interest, and Penalties Assessed Represents the tax assessment issued by the tax authority including interest and penalties. Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Nature of Expense [Axis] Nature of Expense [Axis] Property and equipment Deferred Tax Assets, Property, Plant and Equipment Other financing activities Proceeds from (Payments for) Other Financing Activities Potential decrease in fair value from 1% point decrease in profitability growth rate Sensitivity Analysis, Reporting Unit, Impact Of One Percent Adverse Change In Growth Rate Sensitivity Analysis, Reporting Unit, Impact Of One Percent Adverse Change In Growth Rate Measurement Input Type [Axis] Measurement Input Type [Axis] Foreign currency translation adjustment Deferred Tax Assets, Foreign Currency Translation Adjustment Deferred Tax Assets, Foreign Currency Translation Adjustment Cash and Cash Equivalents [Domain] Cash and Cash Equivalents [Domain] Carrying value of long-term debt Long-term Debt Transfer Tax Assessments Assessment, transfer taxes [Member] Assessment, transfer taxes LEASES Lessee, Operating Leases [Text Block] Personnel Expenses Labor And Related Expense [Member] Labor And Related Expense Research credit, capital loss carryforward and state net operating losses Research credit, capital loss carryforward and state net operating losses [Member] Research credit, capital loss carryforward and state net operating losses [Member] Document and Entity Information [Abstract] Document and Entity Information [Abstract] -- None. No documentation exists for this element. -- Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Award Date [Domain] Award Date [Domain] Equity Components [Axis] Equity Components [Axis] Tax Act - Remeasurement of deferred tax balances Effective Income Tax Rate Reconciliation, Tax Cuts And Jobs Act Of 2017, Change In Tax Rate, Deferred Tax, Provisional Income Tax Expense (Benefit) Effective Income Tax Rate Reconciliation, Tax Cuts And Jobs Act Of 2017, Change In Tax Rate, Deferred Tax, Provisional Income Tax Expense (Benefit) Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Subtotal - deferred tax assets Deferred Tax Assets, Gross Receivables [Abstract] Receivables [Abstract] Minimum Minimum [Member] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Income tax benefit recorded to adjust the provisional income tax expense relating to the federal one-time deemed repatriation liability Tax Cuts and Jobs Act, Measurement Period Adjustment, Income Tax Expense (Benefit) Award Date [Axis] Award Date [Axis] Euro-denominated debt Deferred Tax Liabilities, Euro Denominated Debt Deferred Tax Liabilities, Euro Denominated Debt Forefeited, (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares Entity Interactive Data Current Entity Interactive Data Current United States UNITED STATES Exercised (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Provision for other credit losses Provision for Other Credit Losses OPERATING ACTIVITIES: Net Cash Provided by (Used in) Operating Activities [Abstract] Deferred tax assets/(liabilities): Components of Deferred Tax Assets and Liabilities [Abstract] Activity of outstanding stock options Share-based Payment Arrangement, Option, Activity [Table Text Block] Proceeds from maturities of debt securities Proceeds from Maturities, Prepayments and Calls of Debt Securities, Available-for-sale Stock-Based Compensation Share-based Payment Arrangement [Policy Text Block] Unusual or Infrequent Item, or Both [Axis] Unusual or Infrequent Item, or Both [Axis] International Current Foreign Tax Expense (Benefit) Potential increase in fair value from 1% point increase in profitability growth rate Sensitivity Analysis, Reporting Unit, Impact Of One Percent Favorable Change In Growth Rate Sensitivity Analysis, Reporting Unit, Impact Of One Percent Favorable Change In Growth Rate Building construction-in-progress Building construction-in-progress [Member] Building construction-in-progress [Member] Derivative [Table] Derivative [Table] Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Subtotal - deferred tax liabilities Deferred Tax Liabilities, Gross Manchester, England Manchester, England [Member] Manchester, England [Member] Accounts Receivable, Allowance for Credit Loss [Roll Forward] Accounts Receivable, Allowance for Credit Loss [Roll Forward] Advertising Expenses Advertising Cost [Policy Text Block] Prepaid expenses, net, allowance for expected credit losses, current Prepaid Expenses, Allowance for Credit Loss, Current Prepaid Expenses, Allowance for Credit Loss, Current Schedule of Investments [Table] Schedule of Investments [Table] Number of reportable segments Number of Reportable Segments Effective interest rate Effective interest rate at debt origination Debt Instrument, Interest Rate, Effective Percentage Foreign currency exchange derivatives Forward Contracts [Member] Payments to Acquire Other Investments Payments to Acquire Other Investments Not designated as hedging instrument Not Designated as Hedging Instrument Not Designated as Hedging Instrument [Member] Accrued expenses and other current liabilities Accrued Liabilities [Member] Impairment of goodwill Impairments Goodwill, Impairment Loss Total remaining lease payments Remaining lease obligations Lessee, Operating Lease, Liability, to be Paid Innovation Box Tax benefit Income Tax Reconciliation, Innovation Box Tax Benefit Income Tax Reconciliation, Innovation Box Tax Benefit Foreign Currency Translation Foreign Currency Transactions and Translations Policy [Policy Text Block] Other deferred tax assets Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS Accounts and Nontrade Receivable [Text Block] Type of Credit Loss [Domain] Type of Credit Loss [Domain] Type of Credit Loss Information technology Communications and Information Technology Reference rate Debt Instrument, Reference Rate Debt Instrument, Reference Rate Document Transition Report Document Transition Report Title of Individual [Axis] Title of Individual [Axis] Deferred Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Restricted cash and cash equivalents included in "Other current assets" Restricted Cash and Cash Equivalents, Current Level 2 Fair Value, Inputs, Level 2 [Member] Payments received from travelers net of amounts estimated to be payable to travel service providers and other changes Payments received from travelers, net of amounts estimated to be payable to travel service providers, and other Payments received from travelers, net of amounts estimated to be payable to travel service providers, and other LIABILITIES: Liabilities, Fair Value Disclosure [Abstract] Notional Amount, Type [Domain] Notional Amount, Type [Domain] [Domain] for Notional Amount, Type Current Current Income Tax Expense (Benefit), Continuing Operations [Abstract] OCI for the period Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent 3.55% Senior Notes due March 2028 3.55% Senior Notes Due March 2028 [Member] 3.55% Senior Notes Due March 2028 [Member] Time period from the reservation date that performance obligations are expected to be completed Revenue, Performance Obligation, Description of Timing Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Credit Facility [Domain] Credit Facility [Domain] Conversion price (in dollars per share) Debt Instrument, Convertible, Conversion Price Net income applicable to common stockholders per basic common share Earnings Per Share, Basic International Foreign Income Tax Expense (Benefit), Continuing Operations Expected term in years Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Entity File Number Entity File Number Weighted average remaining lease term Operating Lease, Weighted Average Remaining Lease Term Noncash restructuring and other exit costs Restructuring Charges, Noncash Restructuring Charges, Noncash Potential loss related to loss contingencies in excess of the accrued amount Loss Contingency, Range of Possible Loss, Portion Not Accrued Stock-based compensation Share-based Payment Arrangement, Expense Net Unrealized Gains (Losses) on Available-For-Sale Securities AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent [Member] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Document Annual Report Document Annual Report State income tax on accumulated unremitted international earnings Tax Cuts and Jobs Act, Incomplete Accounting, State income tax on accumulated unremitted international earnings Tax Cuts and Jobs Act, Incomplete Accounting, State income tax on accumulated unremitted international earnings 3.6% Senior Notes due June 2026 3.6% Senior Notes Due June 2026 [Member] 3.6% Senior Notes Due June 2026 [Member] Exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Tax benefit for stock-based compensation Share-based Payment Arrangement, Expense, Tax Benefit Before tax AOCI Attributable To Parent, Before Reclassifications, Before Tax [Roll Forward] AOCI Attributable To Parent, Before Reclassifications, Before Tax [Roll Forward] Weighted-average effective interest rate Debt Instrument, Interest Rate During Period Additions to capitalized website development Property, Plant and Equipment, Additions Price Volatility Measurement Input, Price Volatility [Member] Retirement Benefits [Abstract] Retirement Benefits [Abstract] Reconciliation of unrecognized tax benefits Summary of Income Tax Contingencies [Table Text Block] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] French Tax Audit French Tax Audit [Member] French Tax Audit [Member] Granted (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value INVESTING ACTIVITIES: Net Cash Provided by (Used in) Investing Activities [Abstract] 2.75% Senior Notes due March 2023 2.75% Senior Notes Due March 2023 [Member] 2.75% Senior Notes Due March 2023 [Member] Payment required to appeal a litigation matter Payment required to appeal a litigation matter Payment required to appeal a litigation matter Foreign Exchange Forward Foreign Exchange Forward [Member] Valuation Allowance by Deferred Tax Asset [Axis] Valuation Allowance by Deferred Tax Asset [Axis] Other Deferred Tax Liabilities, Other Options aggregate grant-date fair value Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Options Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Options Grant Date Fair Value Project [Domain] Project [Domain] Accounts receivable Increase (Decrease) in Accounts Receivable Minimum lease payments related to operating lease which have not yet commenced Lessee, Operating Lease, Lease Not yet Commenced, Minimum Lease Payments Lessee, Operating Lease, Lease Not yet Commenced, Minimum Lease Payments Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Lease expense under ASC 840 Operating Leases, Rent Expense, Net Total liabilities and stockholders' equity Liabilities and Equity INVESTMENTS Investment [Text Block] Commitments and Contingencies Loss Contingencies [Line Items] Accounting Standards Update 2014-09 Accounting Standards Update 2014-09 [Member] Accumulated other comprehensive loss Accumulated Other Comprehensive Income (Loss), Net of Tax INCOME TAXES Income Tax Disclosure [Text Block] Deferred merchant bookings and other current liabilities Increase (Decrease) in Operating Liabilities Reduction due to lapse in statute of limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Lease expense Operating Lease, Cost Time deposits and certificates of deposit Bank Time Deposits [Member] Hedging Relationship [Axis] Hedging Relationship [Axis] Restricted stock units and performance share units aggregate grant-date fair value Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other than Options Grant Date Fair Value As of the balance sheet date, the aggregate grant-date fair values of the underlying non-option award shares granted during the period. General and administrative General and Administrative Expense Antidilutive securities excluded from computation of earnings per share, amount Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Proceeds from sale and maturity of investments Proceeds from Sale, Maturity and Collection of Investments Total Current Income Tax Expense (Benefit) Government Grants and Other Assistance Government Grants and Other Assistance [Policy Text Block] Disclosure of accounting policy for government grants and other assistance. Gross increases — tax positions in prior periods Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Gross increases — tax positions in current period Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Amortization Period Finite-Lived Intangible Asset, Useful Life Equity Component [Domain] Equity Component [Domain] Swingline Loans Swingline Loans [Member] Same-day cash available as part of our revolving credit facility, referred to as Swingline Loans Net unrealized gains (losses) on available-for-sale securities, net of tax OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment and Tax Property and equipment, net Property and equipment, net Property, Plant and Equipment, Net Entity Tax Identification Number Entity Tax Identification Number Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] STOCK-BASED COMPENSATION Share-based Payment Arrangement [Text Block] Changes in assets and liabilities, net of effects of acquisitions: Increase (Decrease) in Operating Capital [Abstract] Debt discount related to convertible notes, before tax Debt Instrument, Convertible, Carrying Amount of Equity Component 2.375% Senior Notes Due 2024 2.375% Senior Notes Due September 2024 [Member] [Member] 2.375% Senior Notes Due September 2024 [Member] [Member] London Interbank Offered Rate (LIBOR) London Interbank Offered Rate (LIBOR) [Member] Trade names Trade Names [Member] Current Fiscal Year End Date Current Fiscal Year End Date Operating expenses: Operating Expenses [Abstract] Amounts reclassified to net income Reclassification from AOCI, Current Period, before Tax, Attributable to Parent Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Tax credits Deferred Tax Assets, Tax Credit Carryforwards Number of Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Lease term of operating leases which have not yet commenced Term of lease not yet commenced Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract Prepaid expenses, net Prepaid Expenses, Net [Member] Prepaid Expenses, Net Number of consumer-facing brands Number Of Brands Number Of Brands SUPPLEMENTAL CASH FLOW INFORMATION: Supplemental Cash Flow Information [Abstract] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Investment in a private company Investment In Private Company [Member] Investment In Private Company Shares not subject to the achievement of minimum performance thresholds Shares not subject to achieve minimum performance threshold [Member] Shares not subject to achieve minimum performance threshold [Member] Discount on convertible notes Deferred Tax Liabilities, Discount on Convertible Debt Deferred Tax Liabilities, Discount on Convertible Debt 0.75% Convertible Senior Notes due May 2025 0.75% Senior Convertible Notes Due May 2025 [Member] 0.75% Senior Convertible Notes Due May 2025 Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Property, Plant and Equipment, Type [Domain] Long-Lived Tangible Asset [Domain] Convertible Senior Notes Convertible Debt [Member] Property and equipment, net Property, Plant and Equipment [Table Text Block] Gross Carrying Amount Finite-Lived Intangible Assets, Gross Other Other Countries [Member] Other Countries [Member] Accounts receivable, credit loss expense Provision charged to earnings Accounts Receivable, Credit Loss Expense (Reversal) Money market fund investments Money Market Funds [Member] Less: Accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Type of stock-based compensation [Domain] Type of stock-based compensation [Domain] [Domain] for Type of stock-based compensation [Axis] 2019 Performance Share Units 2019 Grants [Member] Performance Share Units 2019 Grants [Member] Payments for conversion of debt Repayments of Convertible Debt Hedging Relationship [Domain] Hedging Relationship [Domain] Operating lease liability maturity Lessee, Operating Lease, Liability, Maturity [Table Text Block] Reconciliation of effective income tax rate and amount computed using expected U.S. statutory federal rate Effective Income Tax Rate Reconciliation, Amount [Abstract] Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Other Effective Income Tax Rate Reconciliation, Other Adjustments, Amount Equity, Class of Treasury Stock [Line Items] Equity, Class of Treasury Stock [Line Items] Equity, Class of Treasury Stock [Line Items] Shares restricted for trading purposes Stock Issued Weighted-average number of basic common shares outstanding (in 000's) Weighted-average number of basic common shares outstanding Weighted Average Number of Shares Outstanding, Basic Revolving credit facility interest rate Debt Instrument, Basis Spread on Variable Rate Risk-free interest rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Forfeited (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price Document Information [Line Items] Document Information [Line Items] Cancellations Contract With Customer, Liability, Cancellation Refunds Contract With Customer, Liability, Cancellation Refunds Restructuring liabilities Restructuring Reserve, Current Loss Contingencies [Table] Loss Contingencies [Table] Weighted-average interest rate Line of Credit Facility, Interest Rate During Period Plan Name [Domain] Plan Name [Domain] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer REVENUE Revenue from Contract with Customer [Text Block] Trip.com Group Trip.com Group [Member] Trip.com Group The Netherlands Tax and Customs Administration, Netherlands [Member] Net operating loss carryforward — International Deferred Tax Assets, Operating Loss Carryforwards, Foreign Operating lease assets obtained in exchange for lease liabilities Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Foreign currency transaction losses Foreign Currency Transaction Gain (Loss), before Tax Income tax expense Income tax expense Income Tax Expense (Benefit) Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period Total cash and cash equivalents and restricted cash and cash equivalents, end of period Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Property and Equipment, Net Property, Plant and Equipment, Policy [Policy Text Block] Long-term U.S. transition tax liability Tax Cuts and Jobs Act, Transition Tax for Accumulated Foreign Earnings, Liability, Noncurrent Title of Individual [Domain] Title of Individual [Domain] Other deferred tax liabilities Installment sale liability Deferred Tax Liability, Intra-entity Transfer, Asset Other than Inventory Local Phone Number Local Phone Number E.U. General Data Protection Regulation Rulings Unfavorable Regulatory Action [Member] Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] Aggregate intrinsic value of stock options exercised Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Movement in Deferred Revenue [Roll Forward] Movement in Deferred Revenue [Roll Forward] Derivative [Line Items] Derivative [Line Items] Interim Period, Costs Not Allocable [Domain] Interim Period, Costs Not Allocable [Domain] Impairment of investment Impairment of investment Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount Outstanding Principal Amount Aggregate principal amount Long-term Debt, Gross Gross decreases — tax positions in prior periods Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Non-derivative Instrument Designated as Net Investment Hedge Non-derivative Instrument Designated as Net Investment Hedge [Policy Text Block] Disclosure of accounting policy for its non-derivative instrument designated as net investment hedge. Project [Axis] Project [Axis] Schedule of Finite-Lived Intangible Assets by Major Class [Table] Schedule of Finite-Lived Intangible Assets [Table] Unusual or Infrequent Item, or Both [Table] Unusual or Infrequent Item, or Both [Table] Additional payment to debt holder, settled in shares, aggregate value of shares Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares This element represents the estimated aggregate value of additional shares that the entity would be required to pay in the event that all or substantially all of the entity's common stock is acquired on or prior to the maturity of the specified convertible notes in a transaction in which the consideration paid to holders of the entity's common stock consists of all or substantially all cash. Revolving credit facility maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Award Type [Axis] Award Type [Axis] Weighted-average Grant-date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Aggregate fair value of performance share units and restricted stock units vested during the period Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value Reduction in stock-based compensation expense due to significant decline in estimated performance due to the impact of COVID-19 pandemic Share-Based Compensation Expense, Increase (Decrease) In Expense For Estimated Probable Outcome Share-Based Compensation Expense, Increase (Decrease) In Expense For Estimated Probable Outcome Summary of interest expenses and weighted-average effective interest rates Interest Expense [Table Text Block] Interest Expense Retained Earnings Retained Earnings Retained Earnings [Member] Short-term Debt, Type [Domain] Short-term Debt, Type [Domain] Net cash provided by investing activities Net Cash Provided by (Used in) Investing Activities Purchase of investments Payments to Acquire Investments Weighted-average Remaining Contractual Term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Balance Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Award Type [Domain] Award Type [Domain] Foreign currency translation adjustments Accounts Receivable, Allowance for Credit Loss, Foreign Currency Translation Adjustment, Increase (Decrease) Accounts Receivable, Allowance for Credit Loss, Foreign Currency Translation Adjustment, Increase (Decrease) Government grants and other assistance, amount received Proceeds from Government Assistance Proceeds from Government Assistance Corporate debt securities Corporate Debt Securities [Member] Exercisable (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price OCI before reclassifications OCI, before Reclassifications, before Tax, Attributable to Parent PROPERTY AND EQUIPMENT, NET Property, Plant and Equipment Disclosure [Text Block] Revolving credit facility commitment fee percentage on undrawn balances Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Treasury stock, 22,446,897 and 21,762,070 shares, respectively Treasury Stock, Value NET INCOME PER SHARE Earnings Per Share [Text Block] Current liabilities: Liabilities, Current [Abstract] Statutory rate (as a percent) Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent General authorization for shares withheld on stock award vesting (in shares) Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation Italian Tax Audit Italian Tax Audit [Member] Italian Tax Audit [Member] Income Tax Contingency [Table] Income Tax Contingency [Table] Proceeds from borrowings under credit facility Proceeds from Lines of Credit Type of stock-based compensation [Axis] Type of stock-based compensation [Axis] Type of stock-based compensation [Axis] Recent Accounting Pronouncements Adopted and Other Recent Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Discount Rate Measurement Input, Discount Rate [Member] Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] EX-101.PRE 12 bkng-20201231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 13 bkng-20201231_g1.jpg begin 644 bkng-20201231_g1.jpg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end GRAPHIC 14 bkng-20201231_g2.jpg begin 644 bkng-20201231_g2.jpg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bkng-20201231_htm.xml IDEA: XBRL DOCUMENT 0001075531 2020-01-01 2020-12-31 0001075531 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001075531 bkng:A0.8SeniorNotesDueMarch2022Member 2020-01-01 2020-12-31 0001075531 bkng:A2.15SeniorNotesDueNovember2022Member 2020-01-01 2020-12-31 0001075531 bkng:A2.375SeniorNotesDueSeptember2024MemberMember 2020-01-01 2020-12-31 0001075531 bkng:A1.8SeniorNotesDueMarch2027Member 2020-01-01 2020-12-31 0001075531 2020-06-30 0001075531 2021-02-17 0001075531 2020-12-31 0001075531 2019-12-31 0001075531 bkng:AgencyRevenueMember 2020-01-01 2020-12-31 0001075531 bkng:AgencyRevenueMember 2019-01-01 2019-12-31 0001075531 bkng:AgencyRevenueMember 2018-01-01 2018-12-31 0001075531 bkng:MerchantRevenueMember 2020-01-01 2020-12-31 0001075531 bkng:MerchantRevenueMember 2019-01-01 2019-12-31 0001075531 bkng:MerchantRevenueMember 2018-01-01 2018-12-31 0001075531 bkng:AdvertisingandotherrevenuesMember 2020-01-01 2020-12-31 0001075531 bkng:AdvertisingandotherrevenuesMember 2019-01-01 2019-12-31 0001075531 bkng:AdvertisingandotherrevenuesMember 2018-01-01 2018-12-31 0001075531 2019-01-01 2019-12-31 0001075531 2018-01-01 2018-12-31 0001075531 bkng:LaborAndRelatedExpenseMember 2020-01-01 2020-12-31 0001075531 bkng:LaborAndRelatedExpenseMember 2019-01-01 2019-12-31 0001075531 bkng:LaborAndRelatedExpenseMember 2018-01-01 2018-12-31 0001075531 us-gaap:CommonStockMember 2017-12-31 0001075531 us-gaap:TreasuryStockMember 2017-12-31 0001075531 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001075531 us-gaap:RetainedEarningsMember 2017-12-31 0001075531 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001075531 2017-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2017-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2017-12-31 0001075531 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0001075531 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001075531 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001075531 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0001075531 us-gaap:TreasuryStockMember 2018-01-01 2018-12-31 0001075531 us-gaap:CommonStockMember 2018-12-31 0001075531 us-gaap:TreasuryStockMember 2018-12-31 0001075531 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001075531 us-gaap:RetainedEarningsMember 2018-12-31 0001075531 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001075531 2018-12-31 0001075531 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0001075531 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0001075531 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0001075531 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001075531 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0001075531 us-gaap:CommonStockMember 2019-12-31 0001075531 us-gaap:TreasuryStockMember 2019-12-31 0001075531 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001075531 us-gaap:RetainedEarningsMember 2019-12-31 0001075531 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2019-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0001075531 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001075531 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0001075531 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001075531 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001075531 us-gaap:TreasuryStockMember 2020-01-01 2020-12-31 0001075531 us-gaap:CommonStockMember 2020-12-31 0001075531 us-gaap:TreasuryStockMember 2020-12-31 0001075531 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001075531 us-gaap:RetainedEarningsMember 2020-12-31 0001075531 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001075531 2020-04-01 2020-04-30 0001075531 srt:MaximumMember 2020-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201409Member us-gaap:RetainedEarningsMember 2017-12-31 0001075531 bkng:OnlineaccommodationreservationservicesMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2020-01-01 2020-12-31 0001075531 bkng:OnlineaccommodationreservationservicesMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2019-01-01 2019-12-31 0001075531 bkng:OnlineaccommodationreservationservicesMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2018-01-01 2018-12-31 0001075531 bkng:OthersourcesofonlinetravelreservationservicesoradvertisingandotherrevenuesMember srt:MaximumMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2018-01-01 2018-12-31 0001075531 bkng:OthersourcesofonlinetravelreservationservicesoradvertisingandotherrevenuesMember srt:MaximumMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2019-01-01 2019-12-31 0001075531 bkng:OthersourcesofonlinetravelreservationservicesoradvertisingandotherrevenuesMember srt:MaximumMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2020-01-01 2020-12-31 0001075531 bkng:OnlineTravelReservationServicesMember bkng:DeferredMerchantBookingsMember 2019-12-31 0001075531 bkng:OnlineTravelReservationServicesMember bkng:DeferredMerchantBookingsMember 2018-12-31 0001075531 bkng:OnlineTravelReservationServicesMember 2020-01-01 2020-12-31 0001075531 bkng:OnlineTravelReservationServicesMember 2019-01-01 2019-12-31 0001075531 bkng:OnlineTravelReservationServicesMember bkng:DeferredMerchantBookingsMember 2020-12-31 0001075531 bkng:LoyaltyIncentiveProgramsMember us-gaap:AccruedLiabilitiesMember 2020-12-31 0001075531 bkng:LoyaltyIncentiveProgramsMember us-gaap:AccruedLiabilitiesMember 2019-12-31 0001075531 bkng:LoyaltyIncentiveProgramsMember bkng:OpenTableMember 2018-03-01 2018-03-31 0001075531 bkng:LoyaltyIncentiveProgramsMember bkng:OpenTableMember 2020-01-01 2020-12-31 0001075531 bkng:OtherIncentiveProgramsMember us-gaap:AccruedLiabilitiesMember 2020-12-31 0001075531 bkng:OtherIncentiveProgramsMember us-gaap:AccruedLiabilitiesMember 2019-12-31 0001075531 bkng:OtherIncentiveProgramsAdditionalRebatesMember bkng:Booking.comMember 2020-01-01 2020-12-31 0001075531 bkng:OtherIncentiveProgramsAdditionalRebatesMember bkng:Booking.comMember 2020-12-31 0001075531 bkng:OmnibusPlan1999Member 2020-12-31 0001075531 bkng:OtherplansassumedinacquisitionsMember 2020-12-31 0001075531 us-gaap:PerformanceSharesMember bkng:AdjustmentforchangeinestimatedprobableoutcomeattheendoftheperformanceperiodMember 2020-01-01 2020-12-31 0001075531 us-gaap:PerformanceSharesMember bkng:AdjustmentforchangeinestimatedprobableoutcomeattheendoftheperformanceperiodMember 2019-01-01 2019-12-31 0001075531 us-gaap:PerformanceSharesMember bkng:AdjustmentforchangeinestimatedprobableoutcomeattheendoftheperformanceperiodMember 2018-01-01 2018-12-31 0001075531 us-gaap:PerformanceSharesMember 2020-01-01 2020-12-31 0001075531 bkng:PerformanceShareUnits2018GrantsMember us-gaap:PerformanceSharesMember 2020-01-01 2020-12-31 0001075531 bkng:PerformanceShareUnits2018And2019GrantsMember us-gaap:PerformanceSharesMember us-gaap:SubsequentEventMember 2021-01-01 2021-01-31 0001075531 bkng:AwardsOtherThanOptionsMember 2020-12-31 0001075531 bkng:AwardsOtherThanOptionsMember 2020-01-01 2020-12-31 0001075531 us-gaap:EmployeeStockOptionMember 2020-12-31 0001075531 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001075531 srt:MinimumMember us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001075531 us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001075531 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001075531 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001075531 us-gaap:PerformanceSharesMember 2019-12-31 0001075531 us-gaap:PerformanceSharesMember 2020-12-31 0001075531 bkng:PerformanceShareUnits2020GrantsMember us-gaap:PerformanceSharesMember bkng:PerformanceSharesSharesProbableToBeIssuedMember 2020-12-31 0001075531 bkng:PerformanceShareUnits2019GrantsMember us-gaap:PerformanceSharesMember bkng:PerformanceSharesSharesProbableToBeIssuedMember 2020-12-31 0001075531 bkng:PerformanceShareUnits2018GrantsMember us-gaap:PerformanceSharesMember bkng:PerformanceSharesSharesProbableToBeIssuedMember 2020-12-31 0001075531 bkng:PerformanceShareUnits2020GrantsMember us-gaap:PerformanceSharesMember bkng:SharesnotsubjecttoachieveminimumperformancethresholdMember 2020-12-31 0001075531 bkng:PerformanceShareUnits2019GrantsMember us-gaap:PerformanceSharesMember bkng:SharesnotsubjecttoachieveminimumperformancethresholdMember 2020-12-31 0001075531 bkng:PerformanceShareUnits2020GrantsMember us-gaap:PerformanceSharesMember bkng:MaximumnumberofsharesthatcouldbeissuedMember 2020-12-31 0001075531 bkng:PerformanceShareUnits2019GrantsMember us-gaap:PerformanceSharesMember bkng:MaximumnumberofsharesthatcouldbeissuedMember 2020-12-31 0001075531 bkng:ExecutiveOfficersMember 2020-05-01 2020-05-31 0001075531 us-gaap:EmployeeStockOptionMember 2019-12-31 0001075531 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2020-12-31 0001075531 bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:ForeignGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:ForeignGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:USGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:CorporateDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:GovernmentAndCorporateDebtSecuritiesMember 2020-01-01 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember 2020-05-01 2020-05-31 0001075531 bkng:Trip.comGroupMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:Trip.comGroupMember 2020-01-01 2020-12-31 0001075531 bkng:Trip.comGroupMember 2019-01-01 2019-12-31 0001075531 bkng:Trip.comGroupMember 2018-01-01 2018-12-31 0001075531 bkng:MeituanDianpingMember 2017-01-01 2017-12-31 0001075531 bkng:MeituanDianpingMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:MeituanDianpingMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:MeituanDianpingMember 2020-01-01 2020-12-31 0001075531 bkng:MeituanDianpingMember 2019-01-01 2019-12-31 0001075531 bkng:MeituanDianpingMember 2018-01-01 2018-12-31 0001075531 bkng:DidiChuxingMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:DidiChuxingMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-01-01 2020-03-31 0001075531 bkng:DidiChuxingMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:InvestmentInPrivateCompanyMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:RedeemableConvertiblePreferredStockMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:RedeemableConvertiblePreferredStockMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2020-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2020-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2020-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsNonrecurringMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueMeasurementsNonrecurringMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:GoodwillMember bkng:OpenTableAndKAYAKMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:GoodwillMember bkng:OpenTableAndKAYAKMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:GoodwillMember bkng:OpenTableAndKAYAKMember 2020-12-31 0001075531 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:GoodwillMember bkng:OpenTableAndKAYAKMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsNonrecurringMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember 2020-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsNonrecurringMember 2020-12-31 0001075531 us-gaap:FairValueMeasurementsNonrecurringMember 2020-12-31 0001075531 bkng:DidiChuxingMember us-gaap:FairValueMeasurementsNonrecurringMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-03-31 0001075531 bkng:OpenTableAndKAYAKMember 2020-03-31 0001075531 bkng:OpenTableAndKAYAKMember 2020-01-01 2020-03-31 0001075531 bkng:OpenTableAndKAYAKMember 2020-09-30 0001075531 bkng:OpenTableAndKAYAKMember 2020-07-01 2020-09-30 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2019-12-31 0001075531 us-gaap:CashEquivalentsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember bkng:DebtsecuritiesprivatecompaniesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember us-gaap:ForeignGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USGovernmentDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CorporateDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:ConvertibleDebtSecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001075531 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001075531 bkng:GrabMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:RedeemableConvertiblePreferredStockMember bkng:LongtermInvestmentsMember 2019-12-31 0001075531 bkng:GrabMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:RedeemableConvertiblePreferredStockMember bkng:LongtermInvestmentsMember 2020-12-31 0001075531 bkng:DidiChuxingMember bkng:EquitySecuritiesPrivateCompaniesMember bkng:LongtermInvestmentsMember 2020-03-31 0001075531 srt:MinimumMember bkng:DidiChuxingMember us-gaap:MeasurementInputDiscountRateMember 2020-03-31 0001075531 srt:MaximumMember bkng:DidiChuxingMember us-gaap:MeasurementInputDiscountRateMember 2020-03-31 0001075531 srt:MinimumMember bkng:DidiChuxingMember us-gaap:MeasurementInputEbitdaMultipleMember 2020-03-31 0001075531 srt:MaximumMember bkng:DidiChuxingMember us-gaap:MeasurementInputEbitdaMultipleMember 2020-03-31 0001075531 srt:MinimumMember bkng:DidiChuxingMember us-gaap:MeasurementInputPriceVolatilityMember 2020-03-31 0001075531 srt:MaximumMember bkng:DidiChuxingMember us-gaap:MeasurementInputPriceVolatilityMember 2020-03-31 0001075531 bkng:DidiChuxingMember us-gaap:MeasurementInputExpectedTermMember 2020-03-31 0001075531 us-gaap:ForwardContractsMember us-gaap:NondesignatedMember bkng:ForeigncurrencypurchasesMember 2020-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:NondesignatedMember bkng:ForeigncurrencypurchasesMember 2019-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:NondesignatedMember bkng:ForeigncurrencysalesMember 2020-12-31 0001075531 us-gaap:ForwardContractsMember us-gaap:NondesignatedMember bkng:ForeigncurrencysalesMember 2019-12-31 0001075531 bkng:PrepaidExpensesNetMember 2020-12-31 0001075531 bkng:PrepaidExpensesNetMember 2019-12-31 0001075531 us-gaap:OtherNoncurrentAssetsMember 2020-12-31 0001075531 bkng:MerchantRevenueMember 2020-01-01 2020-12-31 0001075531 bkng:Salesandotherexpenses bkng:PrepaymentsToCustomersMember 2020-01-01 2020-12-31 0001075531 bkng:Salesandotherexpenses 2019-01-01 2019-12-31 0001075531 bkng:Salesandotherexpenses 2020-01-01 2020-12-31 0001075531 us-gaap:ComputerEquipmentMember 2020-12-31 0001075531 us-gaap:ComputerEquipmentMember 2019-12-31 0001075531 srt:MinimumMember us-gaap:ComputerEquipmentMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember us-gaap:ComputerEquipmentMember 2020-01-01 2020-12-31 0001075531 us-gaap:SoftwareDevelopmentMember 2020-12-31 0001075531 us-gaap:SoftwareDevelopmentMember 2019-12-31 0001075531 srt:MinimumMember us-gaap:SoftwareDevelopmentMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember us-gaap:SoftwareDevelopmentMember 2020-01-01 2020-12-31 0001075531 us-gaap:LeaseholdImprovementsMember 2020-12-31 0001075531 us-gaap:LeaseholdImprovementsMember 2019-12-31 0001075531 srt:MinimumMember us-gaap:LeaseholdImprovementsMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember us-gaap:LeaseholdImprovementsMember 2020-01-01 2020-12-31 0001075531 bkng:OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember 2020-12-31 0001075531 bkng:OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember 2019-12-31 0001075531 srt:MinimumMember bkng:OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember bkng:OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember 2020-01-01 2020-12-31 0001075531 bkng:BuildingconstructioninprogressMember 2020-12-31 0001075531 bkng:BuildingconstructioninprogressMember 2019-12-31 0001075531 us-gaap:SoftwareDevelopmentMember 2020-01-01 2020-12-31 0001075531 us-gaap:SoftwareDevelopmentMember 2019-01-01 2019-12-31 0001075531 us-gaap:SoftwareDevelopmentMember 2018-01-01 2018-12-31 0001075531 bkng:OpenTableAndKAYAKMember 2020-01-01 2020-12-31 0001075531 bkng:OpenTableAndKAYAKMember 2019-01-01 2019-12-31 0001075531 us-gaap:DistributionRightsMember 2020-12-31 0001075531 us-gaap:DistributionRightsMember 2019-12-31 0001075531 srt:MinimumMember us-gaap:DistributionRightsMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember us-gaap:DistributionRightsMember 2020-01-01 2020-12-31 0001075531 us-gaap:TechnologyBasedIntangibleAssetsMember 2020-12-31 0001075531 us-gaap:TechnologyBasedIntangibleAssetsMember 2019-12-31 0001075531 srt:MinimumMember us-gaap:TechnologyBasedIntangibleAssetsMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember us-gaap:TechnologyBasedIntangibleAssetsMember 2020-01-01 2020-12-31 0001075531 us-gaap:InternetDomainNamesMember 2020-12-31 0001075531 us-gaap:InternetDomainNamesMember 2019-12-31 0001075531 srt:MinimumMember us-gaap:InternetDomainNamesMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember us-gaap:InternetDomainNamesMember 2020-01-01 2020-12-31 0001075531 us-gaap:TradeNamesMember 2020-12-31 0001075531 us-gaap:TradeNamesMember 2019-12-31 0001075531 srt:MinimumMember us-gaap:TradeNamesMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember us-gaap:TradeNamesMember 2020-01-01 2020-12-31 0001075531 us-gaap:OtherIntangibleAssetsMember 2020-12-31 0001075531 us-gaap:OtherIntangibleAssetsMember 2019-12-31 0001075531 srt:MaximumMember us-gaap:OtherIntangibleAssetsMember 2020-01-01 2020-12-31 0001075531 us-gaap:RevolvingCreditFacilityMember 2019-08-31 0001075531 us-gaap:RevolvingCreditFacilityMember 2019-08-01 2019-08-31 0001075531 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember us-gaap:LondonInterbankOfferedRateLIBORMember bkng:Rate1Member 2019-08-01 2019-08-31 0001075531 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember us-gaap:LondonInterbankOfferedRateLIBORMember bkng:Rate1Member 2019-08-01 2019-08-31 0001075531 us-gaap:RevolvingCreditFacilityMember us-gaap:FederalFundsPurchasedMember bkng:Rate2BMember 2019-08-01 2019-08-31 0001075531 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember bkng:OneMonthLiborMember bkng:Rate2CMember 2019-08-01 2019-08-31 0001075531 us-gaap:RevolvingCreditFacilityMember bkng:OneMonthLiborMember bkng:Rate2CMember 2019-08-01 2019-08-31 0001075531 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember bkng:Rate2CMember 2019-08-01 2019-08-31 0001075531 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember bkng:Rate2CMember 2019-08-01 2019-08-31 0001075531 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember 2019-08-01 2019-08-31 0001075531 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember 2019-08-01 2019-08-31 0001075531 us-gaap:LetterOfCreditMember 2019-08-31 0001075531 bkng:SwinglineLoansMember 2019-08-31 0001075531 us-gaap:RevolvingCreditFacilityMember 2019-12-31 0001075531 us-gaap:RevolvingCreditFacilityMember 2020-12-31 0001075531 us-gaap:LetterOfCreditMember 2020-12-31 0001075531 us-gaap:LetterOfCreditMember 2019-12-31 0001075531 us-gaap:RevolvingCreditFacilityMember 2015-06-30 0001075531 us-gaap:RevolvingCreditFacilityMember 2015-06-01 2015-06-30 0001075531 us-gaap:RevolvingCreditFacilityMember 2019-01-01 2019-06-30 0001075531 us-gaap:RevolvingCreditFacilityMember 2020-04-30 0001075531 us-gaap:RevolvingCreditFacilityMember 2020-10-31 0001075531 bkng:A0.9SeniorConvertibleNotesDueSeptember2021Member us-gaap:ConvertibleDebtMember 2020-12-31 0001075531 bkng:A0.8SeniorNotesDueMarch2022Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A2.15SeniorNotesDueNovember2022Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A2.75SeniorNotesDueMarch2023Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A2375SeniorNotesDueSeptember2024Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A3.65SeniorNotesDueMarch2025Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A41SeniorNotesDueApril2025Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A075SeniorConvertibleNotesDueMay2025Member us-gaap:ConvertibleDebtMember 2020-12-31 0001075531 bkng:A3.6SeniorNotesDueJune2026Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A1.8SeniorNotesDueMarch2027Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A4.5SeniorNotesDueApril2027Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A3.55SeniorNotesDueMarch2028Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A4.625SeniorNotesDueApril2030Member us-gaap:SeniorNotesMember 2020-12-31 0001075531 bkng:A0.35SeniorConvertibleNotesDueJune2020Member us-gaap:ConvertibleDebtMember 2019-12-31 0001075531 bkng:A0.9SeniorConvertibleNotesDueSeptember2021Member us-gaap:ConvertibleDebtMember 2019-12-31 0001075531 bkng:A0.8SeniorNotesDueMarch2022Member us-gaap:SeniorNotesMember 2019-12-31 0001075531 bkng:A2.15SeniorNotesDueNovember2022Member us-gaap:SeniorNotesMember 2019-12-31 0001075531 bkng:A2.75SeniorNotesDueMarch2023Member us-gaap:SeniorNotesMember 2019-12-31 0001075531 bkng:A2375SeniorNotesDueSeptember2024Member us-gaap:SeniorNotesMember 2019-12-31 0001075531 bkng:A3.65SeniorNotesDueMarch2025Member us-gaap:SeniorNotesMember 2019-12-31 0001075531 bkng:A3.6SeniorNotesDueJune2026Member us-gaap:SeniorNotesMember 2019-12-31 0001075531 bkng:A1.8SeniorNotesDueMarch2027Member us-gaap:SeniorNotesMember 2019-12-31 0001075531 bkng:A3.55SeniorNotesDueMarch2028Member us-gaap:SeniorNotesMember 2019-12-31 0001075531 us-gaap:FairValueInputsLevel2Member 2020-12-31 0001075531 us-gaap:FairValueInputsLevel2Member 2019-12-31 0001075531 bkng:A075SeniorConvertibleNotesDueMay2025Member us-gaap:ConvertibleDebtMember 2020-04-30 0001075531 bkng:A075SeniorConvertibleNotesDueMay2025Member us-gaap:ConvertibleDebtMember 2020-01-01 2020-12-31 0001075531 srt:MinimumMember bkng:A075SeniorConvertibleNotesDueMay2025Member us-gaap:ConvertibleDebtMember 2020-04-01 2020-04-30 0001075531 srt:MaximumMember bkng:A075SeniorConvertibleNotesDueMay2025Member us-gaap:ConvertibleDebtMember 2020-04-01 2020-04-30 0001075531 bkng:A075SeniorConvertibleNotesDueMay2025Member us-gaap:ConvertibleDebtMember 2020-04-01 2020-04-30 0001075531 bkng:A0.9SeniorConvertibleNotesDueSeptember2021Member us-gaap:ConvertibleDebtMember 2014-08-31 0001075531 bkng:A0.9SeniorConvertibleNotesDueSeptember2021Member us-gaap:ConvertibleDebtMember 2014-01-01 2014-12-31 0001075531 srt:MinimumMember bkng:A0.9SeniorConvertibleNotesDueSeptember2021Member us-gaap:ConvertibleDebtMember 2014-08-01 2014-08-31 0001075531 srt:MaximumMember bkng:A0.9SeniorConvertibleNotesDueSeptember2021Member us-gaap:ConvertibleDebtMember 2014-08-01 2014-08-31 0001075531 bkng:A0.9SeniorConvertibleNotesDueSeptember2021Member us-gaap:ConvertibleDebtMember 2014-08-01 2014-08-31 0001075531 bkng:A0.9SeniorConvertibleNotesDueSeptember2021Member us-gaap:ConvertibleDebtMember 2020-01-01 2020-12-31 0001075531 bkng:A0.35SeniorConvertibleNotesDueJune2020Member us-gaap:ConvertibleDebtMember 2013-05-31 0001075531 bkng:A0.35SeniorConvertibleNotesDueJune2020Member us-gaap:ConvertibleDebtMember 2020-06-01 2020-06-30 0001075531 bkng:ConvertibleDebt100PercentDueMarch2018Member us-gaap:ConvertibleDebtMember 2012-03-31 0001075531 bkng:ConvertibleDebt100PercentDueMarch2018Member us-gaap:ConvertibleDebtMember 2018-03-01 2018-03-31 0001075531 us-gaap:ConvertibleDebtMember 2020-01-01 2020-12-31 0001075531 us-gaap:ConvertibleDebtMember 2019-01-01 2019-12-31 0001075531 us-gaap:ConvertibleDebtMember 2018-01-01 2018-12-31 0001075531 bkng:A41SeniorNotesDueApril2025Member us-gaap:SeniorNotesMember 2020-04-30 0001075531 bkng:A4.5SeniorNotesDueApril2027Member us-gaap:SeniorNotesMember 2020-04-30 0001075531 bkng:A4.625SeniorNotesDueApril2030Member us-gaap:SeniorNotesMember 2020-04-30 0001075531 us-gaap:SeniorNotesMember 2020-01-01 2020-12-31 0001075531 us-gaap:SeniorNotesMember 2020-12-31 0001075531 us-gaap:SeniorNotesMember 2019-12-31 0001075531 bkng:A0.8SeniorNotesDueMarch2022Member us-gaap:SeniorNotesMember 2017-03-31 0001075531 bkng:A2.15SeniorNotesDueNovember2022Member us-gaap:SeniorNotesMember 2015-11-30 0001075531 bkng:A2.75SeniorNotesDueMarch2023Member us-gaap:SeniorNotesMember 2017-08-31 0001075531 bkng:A2375SeniorNotesDueSeptember2024Member us-gaap:SeniorNotesMember 2014-09-30 0001075531 bkng:A3.65SeniorNotesDueMarch2025Member us-gaap:SeniorNotesMember 2015-03-31 0001075531 bkng:A3.6SeniorNotesDueJune2026Member us-gaap:SeniorNotesMember 2016-05-31 0001075531 bkng:A1.8SeniorNotesDueMarch2027Member us-gaap:SeniorNotesMember 2015-03-31 0001075531 bkng:A3.55SeniorNotesDueMarch2028Member us-gaap:SeniorNotesMember 2017-08-31 0001075531 us-gaap:SeniorNotesMember 2019-01-01 2019-12-31 0001075531 us-gaap:SeniorNotesMember 2018-01-01 2018-12-31 0001075531 srt:MinimumMember bkng:EuroDenominatedDebtMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-01 2020-12-31 0001075531 srt:MaximumMember bkng:EuroDenominatedDebtMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-01 2020-12-31 0001075531 srt:MinimumMember bkng:EuroDenominatedDebtMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0001075531 srt:MaximumMember bkng:EuroDenominatedDebtMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0001075531 bkng:A2019ShareRepurchaseProgramMember 2019-12-31 0001075531 bkng:A2019ShareRepurchaseProgramMember 2020-12-31 0001075531 bkng:A2019ShareRepurchaseProgramMember 2020-04-01 2020-12-31 0001075531 bkng:CommonStockRepurchaseProgramMember 2020-01-01 2020-12-31 0001075531 bkng:CommonStockRepurchaseProgramMember 2019-01-01 2019-12-31 0001075531 bkng:CommonStockRepurchaseProgramMember 2018-01-01 2018-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember 2017-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember 2017-12-31 0001075531 us-gaap:AccumulatedTranslationAdjustmentMember 2017-12-31 0001075531 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2017-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember 2018-01-01 2018-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember 2018-01-01 2018-12-31 0001075531 us-gaap:AccumulatedTranslationAdjustmentMember 2018-01-01 2018-12-31 0001075531 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2018-01-01 2018-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201601Member bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember 2017-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201601Member bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember 2017-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201601Member us-gaap:AccumulatedTranslationAdjustmentMember 2017-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201601Member us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2017-12-31 0001075531 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201601Member us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember 2018-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember 2018-12-31 0001075531 us-gaap:AccumulatedTranslationAdjustmentMember 2018-12-31 0001075531 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2018-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember 2019-01-01 2019-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember 2019-01-01 2019-12-31 0001075531 us-gaap:AccumulatedTranslationAdjustmentMember 2019-01-01 2019-12-31 0001075531 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-01-01 2019-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember 2019-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember 2019-12-31 0001075531 us-gaap:AccumulatedTranslationAdjustmentMember 2019-12-31 0001075531 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember 2020-01-01 2020-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember 2020-01-01 2020-12-31 0001075531 us-gaap:AccumulatedTranslationAdjustmentMember 2020-01-01 2020-12-31 0001075531 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-01-01 2020-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember 2020-12-31 0001075531 bkng:AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember 2020-12-31 0001075531 us-gaap:AccumulatedTranslationAdjustmentMember 2020-12-31 0001075531 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-12-31 0001075531 us-gaap:ForeignExchangeForwardMember us-gaap:NetInvestmentHedgingMember us-gaap:AccumulatedTranslationAdjustmentMember 2019-12-31 0001075531 us-gaap:ForeignExchangeForwardMember us-gaap:NetInvestmentHedgingMember us-gaap:AccumulatedTranslationAdjustmentMember 2020-12-31 0001075531 us-gaap:ForeignExchangeForwardMember us-gaap:NetInvestmentHedgingMember us-gaap:AccumulatedTranslationAdjustmentMember 2017-12-31 0001075531 us-gaap:ForeignExchangeForwardMember us-gaap:NetInvestmentHedgingMember us-gaap:AccumulatedTranslationAdjustmentMember 2018-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-01-01 2020-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember 2020-05-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2019-01-01 2019-12-31 0001075531 bkng:Trip.comGroupMember us-gaap:ConvertibleDebtSecuritiesMember 2019-08-31 0001075531 us-gaap:AccruedLiabilitiesMember 2020-12-31 0001075531 us-gaap:AccruedLiabilitiesMember 2019-12-31 0001075531 us-gaap:TaxAndCustomsAdministrationNetherlandsMember 2020-03-31 0001075531 2017-01-01 2017-12-31 0001075531 us-gaap:DomesticCountryMember 2020-01-01 2020-12-31 0001075531 us-gaap:DomesticCountryMember 2020-12-31 0001075531 us-gaap:StateAndLocalJurisdictionMember 2020-12-31 0001075531 us-gaap:ForeignCountryMember 2020-12-31 0001075531 us-gaap:DomesticCountryMember us-gaap:ResearchMember 2020-12-31 0001075531 us-gaap:OtherNoncurrentAssetsMember 2019-12-31 0001075531 us-gaap:OtherNoncurrentLiabilitiesMember 2020-12-31 0001075531 us-gaap:DomesticCountryMember bkng:ResearchcreditcapitallosscarryforwardandstatenetoperatinglossesMember 2020-12-31 0001075531 us-gaap:ForeignCountryMember 2019-12-31 0001075531 us-gaap:DomesticCountryMember bkng:ResearchcreditcapitallosscarryforwardandstatenetoperatinglossesMember 2019-12-31 0001075531 us-gaap:TaxAndCustomsAdministrationNetherlandsMember 2020-01-01 2020-12-31 0001075531 bkng:PotentialFineUnderContractualParityAgreementMember 2020-12-31 0001075531 bkng:FrenchTaxAuditMember 2015-12-01 2015-12-31 0001075531 bkng:FrenchTaxAuditMember 2019-01-01 2019-01-31 0001075531 bkng:FrenchTaxAuditMember 2019-12-01 2019-12-31 0001075531 bkng:AssessmenttransfertaxesMember 2019-12-01 2019-12-31 0001075531 bkng:FrenchTaxAuditMember 2020-12-31 0001075531 bkng:ItalianTaxAuditMember 2018-12-01 2018-12-31 0001075531 bkng:ItalianTaxAuditMember 2019-12-01 2019-12-31 0001075531 bkng:ItalianTaxAuditMember 2020-12-31 0001075531 bkng:TurkishTaxAuditMember 2020-01-01 2020-12-31 0001075531 bkng:TravelTransactionRelatedTaxesMember 2020-12-31 0001075531 bkng:TravelTransactionRelatedTaxesMember 2019-12-31 0001075531 bkng:WagerelatedtaxesowedforpriorperiodsincludinginterestMember 2019-01-01 2019-12-31 0001075531 bkng:PensionrelatedlitigationMember 2020-12-31 0001075531 srt:MaximumMember us-gaap:UnfavorableRegulatoryActionMember 2020-12-31 0001075531 bkng:HeadquartersMember bkng:Booking.comMember 2016-09-30 0001075531 bkng:HeadquartersMember bkng:Booking.comMember 2016-09-01 2016-09-30 0001075531 bkng:HeadquartersMember bkng:Booking.comMember 2020-12-31 0001075531 bkng:HeadquartersMember bkng:Booking.comMember 2020-01-01 2020-12-31 0001075531 bkng:HeadquartersMember bkng:GroundLeaseMember bkng:Booking.comMember 2020-12-31 0001075531 bkng:VendorsUsedToFitOutAndFurnishOfficeSpaceMember bkng:HeadquartersMember bkng:Booking.comMember 2020-12-31 0001075531 bkng:ManchesterEnglandMember bkng:HeadquartersMember bkng:Rentalcars.comMember 2018-12-31 0001075531 bkng:ManchesterEnglandMember bkng:HeadquartersMember bkng:Rentalcars.comMember 2020-12-31 0001075531 bkng:ManchesterEnglandMember bkng:HeadquartersMember bkng:OperatingLeaseObligationsMember bkng:Rentalcars.comMember 2020-12-31 0001075531 us-gaap:StandbyLettersOfCreditMember 2020-12-31 0001075531 us-gaap:StandbyLettersOfCreditMember 2019-12-31 0001075531 country:US 2020-01-01 2020-12-31 0001075531 country:NL 2020-01-01 2020-12-31 0001075531 bkng:OtherCountriesMember 2020-01-01 2020-12-31 0001075531 country:US 2019-01-01 2019-12-31 0001075531 country:NL 2019-01-01 2019-12-31 0001075531 bkng:OtherCountriesMember 2019-01-01 2019-12-31 0001075531 country:US 2018-01-01 2018-12-31 0001075531 country:NL 2018-01-01 2018-12-31 0001075531 bkng:OtherCountriesMember 2018-01-01 2018-12-31 0001075531 country:US 2020-12-31 0001075531 country:NL 2020-12-31 0001075531 country:GB 2020-12-31 0001075531 bkng:OtherCountriesMember 2020-12-31 0001075531 country:US 2019-12-31 0001075531 country:NL 2019-12-31 0001075531 country:GB 2019-12-31 0001075531 bkng:OtherCountriesMember 2019-12-31 0001075531 bkng:FareHarborMember 2018-04-01 2018-04-30 0001075531 bkng:FareHarborMember us-gaap:AdditionalPaidInCapitalMember 2018-04-01 2018-04-30 0001075531 us-gaap:RestrictedStockMember bkng:FareHarborMember 2018-04-01 2018-04-30 0001075531 bkng:HotelsCombinedMember 2018-11-01 2018-11-30 0001075531 srt:MinimumMember 2020-12-31 0001075531 bkng:COVID19Member 2020-01-01 2020-12-31 0001075531 us-gaap:OtherCurrentAssetsMember bkng:COVID19Member 2020-12-31 iso4217:USD shares iso4217:USD shares bkng:brand bkng:segment pure bkng:Years iso4217:EUR bkng:day iso4217:TRY utr:sqft iso4217:GBP bkng:country FY true false false 2020 0001075531 500000000 998000000 166000000 49000000 22000000 6000000 225000000 2192000000 33000000 0 0.008 0.008 1000000000 1000000000 63406451 63179471 22446897 21762070 233000000 308000000 317000000 P3Y P1Y us-gaap:AccruedLiabilitiesCurrent us-gaap:AccruedLiabilitiesCurrent 10-K 2020-12-31 --12-31 1-36691 Booking Holdings Inc. DE 06-1528493 800 Connecticut Avenue Norwalk CT 06854 203 299-8000 Common Stock par value $0.008 per share BKNG NASDAQ 0.800% Senior Notes Due 2022 BKNG 22A NASDAQ 2.150% Senior Notes Due 2022 BKNG 22 NASDAQ 2.375% Senior Notes Due 2024 BKNG 24 NASDAQ 1.800% Senior Notes Due 2027 BKNG 27 NASDAQ Yes No Yes Yes Large Accelerated Filer false false true false 65000000000.0 40961796 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth in this Form 10-K, is incorporated herein by reference from Booking Holdings Inc.'s definitive proxy statement relating to its annual meeting of stockholders to be held on </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">June 3, 2021</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, to be filed with the Securities and Exchange Commission within 120 days after the end of Booking Holdings Inc.'s fiscal year ended December 31, 2020.</span> 10562000000 6312000000 501000000 998000000 529000000 1680000000 337000000 479000000 277000000 364000000 12206000000 9833000000 756000000 738000000 529000000 620000000 1812000000 1954000000 1895000000 2913000000 3759000000 4477000000 917000000 867000000 21874000000 21402000000 735000000 1239000000 1382000000 1578000000 323000000 1561000000 985000000 988000000 3425000000 5366000000 1127000000 876000000 366000000 462000000 923000000 1021000000 111000000 104000000 11029000000 7640000000 16981000000 15469000000 0 0 24128000000 22864000000 5851000000 5756000000 23288000000 23232000000 -118000000 -191000000 4893000000 5933000000 21874000000 21402000000 4314000000 10117000000 10480000000 2117000000 3830000000 2987000000 365000000 1119000000 1060000000 6796000000 15066000000 14527000000 2179000000 4967000000 4956000000 755000000 955000000 830000000 1944000000 2248000000 2042000000 581000000 797000000 699000000 299000000 285000000 233000000 458000000 469000000 426000000 149000000 0 0 1062000000 0 0 7427000000 9721000000 9186000000 -631000000 5345000000 5341000000 356000000 266000000 269000000 1554000000 879000000 -237000000 567000000 5958000000 4835000000 508000000 1093000000 837000000 59000000 4865000000 3998000000 1.45 112.93 84.26 40974000 43082000 47446000 1.44 111.82 83.26 41160000 43509000 48017000 59000000 4865000000 3998000000 50000000 -10000000 -114000000 23000000 135000000 -199000000 73000000 125000000 -313000000 132000000 4990000000 3685000000 62689000 0 -14217000 -8699000000 5783000000 13939000000 238000000 11261000000 430000000 -241000000 189000000 3998000000 3998000000 -114000000 -114000000 -199000000 -199000000 208000 0 2000000 2000000 3100000 6012000000 6012000000 320000000 320000000 770000000 770000000 52000 0 110000000 110000000 62949000 0 -17317000 -14711000000 5445000000 18367000000 -316000000 8785000000 4865000000 4865000000 -10000000 -10000000 135000000 135000000 230000 0 3000000 3000000 4445000 8153000000 8153000000 308000000 308000000 63179000 0 -21762000 -22864000000 5756000000 23232000000 -191000000 5933000000 -3000000 -3000000 59000000 59000000 50000000 50000000 23000000 23000000 96000000 96000000 245000000 245000000 227000 0 6000000 6000000 685000 1264000000 1264000000 238000000 238000000 63406000 0 -22447000 -24128000000 5851000000 23288000000 -118000000 4893000000 59000000 4865000000 3998000000 458000000 469000000 426000000 319000000 138000000 163000000 213000000 122000000 -150000000 1811000000 745000000 -367000000 255000000 325000000 331000000 64000000 58000000 59000000 184000000 172000000 0 -200000000 7000000 0 1062000000 0 0 100000000 0 0 2000000 9000000 19000000 -891000000 323000000 319000000 -161000000 263000000 201000000 -2266000000 480000000 635000000 -194000000 435000000 -10000000 85000000 4865000000 5338000000 74000000 672000000 2686000000 2997000000 8099000000 5616000000 286000000 368000000 442000000 0 9000000 273000000 2637000000 7050000000 2215000000 0 400000000 25000000 0 425000000 0 4108000000 0 0 1244000000 0 1487000000 1303000000 8187000000 5971000000 -33000000 -8000000 2000000 1528000000 -8220000000 -7431000000 0 -8000000 -40000000 4250000000 3687000000 82000000 6332000000 2645000000 2563000000 10582000000 6332000000 2645000000 319000000 1074000000 1169000000 278000000 221000000 219000000 0 0 51000000 0 0 59000000 BUSINESS DESCRIPTION<div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Booking Holdings Inc. ("Booking Holdings" or the "Company") seeks to make it easier for everyone to experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant online reservation and related services. The Company offers its services through six primary consumer-facing brands: Booking.com, Priceline, agoda, Rentalcars.com, KAYAK and OpenTable. Through one or more of the Company's brands, consumers can: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties); make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a flight, cruise, vacation package, tour or activity. Consumers can also use the Company's meta-search services to easily compare travel reservation information, such as airline ticket, hotel reservation and rental car reservation information, from hundreds of online travel platforms at once. In addition, the Company offers various other services to consumers, travel service providers and restaurants, such as certain travel-related insurance products and restaurant management services.</span></div> 6 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Presentation</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition.  All intercompany accounts and transactions have been eliminated in consolidation.   </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto.  Actual results may differ significantly from those estimates.  The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill, other long-lived tangible and intangible assets, the valuation of investments in private companies, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as allowance for doubtful accounts), customer chargeback provisions and the accrual of obligations for loyalty and other incentive programs.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impact of COVID-19 </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic")</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, shelter-in-place orders, required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans. These government mandates have forced many of the customers on whom the Company’s business relies, including hotels and other accommodation providers, airlines and restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings, to file for bankruptcy protection or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns and economies, and the Company’s workforce, operations and customers.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. The Company’s financial results and prospects are almost entirely dependent on the sale of travel-related services. The Company’s results for the year ended December 31, 2020 have been materially and negatively impacted as compared to 2019 and 2018. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. </span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">With the spread of COVID-19 to all major regions and the discovery of new variants of the coronavirus, the Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic, during any resurgence of the pandemic and during the subsequent economic recovery, which could be an extended period of time.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company's travel service provider and restaurant customers and marketing affiliates, the Company has increased its provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on receivables from and prepayments to its travel service provider and restaurant customers and marketing affiliates (see Note 7). Moreover, due to the high level of cancellations of existing reservations, the Company has incurred, and may continue to incur, higher than normal cash outlays to refund consumers for prepaid reservations, including certain situations where the Company has already transferred the prepayment to the travel service provider (see Note 3). Any material increase in the Company’s provision for expected credit losses and any material increase in cash outlays to refund consumers would have a corresponding adverse effect on the Company's results of operations and related cash flows. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As a result of the deterioration of the Company’s business due to the COVID-19 pandemic, the Company determined that a portion of its goodwill had experienced a decline in value at March 31, 2020 and recorded a significant impairment charge (see Note 11). In addition, the Company recorded a significant impairment charge at March 31, 2020 for one of the Company's long-term investments due to the impact of the COVID-19 pandemic on the business of the investee and the Company's estimate of the resulting decline in the value of the investment (see Notes 5 and 6). At September 30, 2020, the Company recorded an additional significant impairment charge to its goodwill (see Note 11). Even though no additional impairment indicators were identified as of December 31, 2020 for these assets, it is possible that the Company may have to record additional significant impairment charges in future periods.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 12 for additional information about the Company’s existing debt arrangements, including $4.1 billion of debt issued in April 2020. The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, the Company’s ability to meet debt covenant requirements, the Company’s operating performance and the Company's credit ratings. If the Company’s credit ratings were to be downgraded, or financing sources were to ascribe higher risk to the Company's rating levels, the Company or its industry, the Company’s access to capital and the cost of any financing would be negatively impacted. There is no guarantee that additional debt financing will be available in the future to fund the Company’s obligations, or that it will be available on commercially reasonable terms, in which case the Company may need to seek other sources of funding. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The</span><span style="color:#212529;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> extent of the effects of the COVID-19 pandemic on the Company’s business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments. These include, but are not limited to, the severity, extent and duration of the COVID-19 pandemic, including as a result of any new variants of COVID-19 and any resurgences of the pandemic, and its impact on the travel and restaurant industries and consumer spending more broadly. Even if economic and operating conditions for the Company’s business improve, the Company cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to the Company’s operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic, the Company has taken actions to reduce the size of its workforce to optimize efficiency and reduce costs. See Note 20 for additional information.</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#212529;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> governments have passed or are considering legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. See Note 21 for additional information. </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> Change in Presentation and Reclassification</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain amounts from prior periods have been reclassified to conform to the current year presentation, including the change in the presentation of marketing expenses disclosed later in this Note.</span></div><div><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's financial instruments, including cash, restricted cash, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments.  Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Notes 5, 6 and 12 for information related to fair value for investments, derivatives and the Company's outstanding senior notes.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date. </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Cash and Cash Equivalents</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted cash and cash equivalents are restricted through legal contracts or regulations. Restricted cash and cash equivalents at December 31, 2020, 2019 and 2018 principally relates to the minimum cash requirement for the Company's travel-related insurance business. The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in millions):  </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:63.605%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.929%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.929%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.932%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">As included in the Consolidated Balance Sheets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,562 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,312 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,624 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash and cash equivalents included in "Other current assets"</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash and cash equivalents and restricted cash and cash equivalents as <br/> shown in the Consolidated Statements of Cash Flows</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,582 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,332 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,645 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Investments</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Investments held by the Company include debt securities and equity securities. Investments in debt or equity securities that include embedded features, such as conversion or redemption features, are analyzed by the Company to determine if these features are embedded derivatives that require separate accounting treatment. Payments made for investments are reported in "Purchase of investments" and proceeds received from sales or maturities of investments are reported in "Proceeds from sale and maturity of investments" in the Consolidated Statements of Cash Flows. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Debt Securities</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has classified its investments in debt securities as available-for-sale securities.  Preferred stock that is either mandatorily redeemable or redeemable at the option of the investor is considered a debt security for accounting purposes. These securities are reported at estimated fair value with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For periods prior to January 1, 2020, investments in debt securities were considered to be impaired when a decline in fair value was judged to be other than temporary because the Company either intended to sell or it was more-likely-than not that it would be required to sell the impaired security before recovery. Once a decline in fair value was determined to be other than temporary, an impairment charge was recorded and a new cost basis in the investment was established.  If the Company did not intend to sell the debt security, but it was probable that the Company would not collect all amounts due, then only the impairment due to the credit risk would be recognized in net income and the remaining amount of the impairment would be recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 1, 2020, the Company adopted the accounting standards update on the measurement of credit losses on financial instruments. Under the current accounting standard, if the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the Consolidated Statements of Operations. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for expected credit losses along with the related expense in the Consolidated Statements of Operations. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds the Company’s best estimate of the present value of cash flows expected to be collected. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of these investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Unobservable inputs are also used when little or no market data is available. See Note 6 for information related to fair value measurements.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's investments in marketable debt securities are recognized based on the trade date. The marketable debt securities generally have a term of less than five years and are assessed for classification in the Consolidated Balance Sheets as short-term or long-term at the individual security level. Classification as short-term or long-term is based on the maturities of the securities, as applicable, and the Company's expectations regarding the timing of sales and redemptions. Investments of a strategic nature that have been made for the purpose of affiliation or potential business advantage or in connection with a commercial relationship are included in "Long-term investments" in the Consolidated Balance Sheets, except in situations where the Company expects the investment to be realized in cash, redeemed or sold within one year. The cost of marketable debt securities sold is determined using a first-in and first-out method.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Equity Securities</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include marketable equity securities and equity investments without readily determinable fair values. Marketable equity securities are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company holds investments in equity securities of private companies, over which the Company does not have the ability to exercise significant influence or control. The Company elected to measure these investments 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. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Notes 5 and 6 for further information related to investments.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounts Receivable from Customers and Allowance for Expected Credit Losses </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For periods prior to January 1, 2020, receivables from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect the Company's ability to collect from customers. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets. The Company has identified the relevant risk characteristics, of its customers and the related receivables and prepayments, which include the following: size, type (alternative accommodations vs. hotels) or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, the nature of competition, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic factors are considered. This is assessed at each quarter based on the Company’s specific facts and circumstances. See Note 7 for additional information.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are stated at cost less accumulated depreciation.  Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the term of the lease related to leasehold improvements, whichever is shorter.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Building Construction-in-progress</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Building construction-in-progress is associated with the construction of Booking.com's future headquarters in the Netherlands and is included in "Property and equipment, net" in the Consolidated Balance Sheets. Depreciation of the building and its related components will commence once it is ready for the Company’s use.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Website and Internal-use Software Capitalization</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software.  These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cloud Computing Arrangements</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company utilizes various third-party computer systems and third-party service providers, including global distribution systems ("GDSs") 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 and accounting systems. For periods beginning after December 31, 2018, implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported as "Information technology" in the Company's Consolidated Statements of Operations. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Leases</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 1, 2019, the Company adopted Accounting Standards Codification ("ASC") 842, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, 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"). </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the current lease standard, the Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space, data centers and land for Booking.com's future headquarters. For office space, data centers and land, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments. </span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement.</span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes lease expense on a straight-line basis over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically for inflation. Any change in payments due to changes in inflation rates are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges).</span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Most leases have one or more options to renew, with renewal terms that can extend the initial 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 future headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date. The Company considered the initial term of the land lease to be its expected period of use.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> "Operating lease assets" in the Consolidated Balance Sheets includes the land-use rights related to payment in 2016 for the land lease for Booking.com's future headquarters as described above. The land-use rights are amortized on a straight-line basis over its expected period of use. This expense is recorded as lease expense in "General and administrative" expense in the Consolidated Statements of Operations. See Notes 10 and 16 for further information. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.  Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.  The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Goodwill is not subject to amortization and is tested annually for impairment and when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The Company tests goodwill at a reporting unit level.  The fair value of the reporting unit is compared to its carrying value, </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">including goodwill.  Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies) and based on market participant assumptions.  For periods prior to January 1, 2020, an impairment was recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. The Company adopted the accounting standards update on goodwill impairment in the first quarter of 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. See Note 11 for further information. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impairment of Long-lived Assets</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group.  The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency Translation</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 Company's Consolidated Balance Sheets.  Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Derivative Financial Instruments</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flows and financial position.  These market risks include, but are not limited to, fluctuations in foreign currency exchange rates.  For the Company's international operations, the primary foreign currency exposures are in Euros and British Pounds Sterling, in which the Company conducts a significant portion of its business activities.  As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation.  Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international operations into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply.  These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company reports the fair value of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. See Note 6 for further information related to these derivative instruments.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company, from time to time in the past, has utilized derivative instruments to hedge the impact of changes in foreign currency exchange rates on the net assets of its foreign subsidiaries. These derivative instruments were designated as net investment hedges.  Hedge ineffectiveness was assessed and measured based on changes in forward exchange rates.  The Company recorded gains and losses on these derivative instruments as foreign currency translation adjustments, which offset a portion of the foreign currency translation adjustments related to the foreign subsidiaries' net assets.  Gains and losses on these derivative instruments were recognized in the Consolidated Balance Sheets in "Accumulated other comprehensive loss" and will be realized upon a partial sale or liquidation of the investment.   </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations.  The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties.  </span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Non-derivative Instrument Designated as Net Investment Hedge</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statement of Operations. See Notes 12 and 14 for further information related to the net investment hedge. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using a modified retrospective method applied to all contracts as of January 1, 2018. The Company recorded a net increase to its retained earnings of $189 million, net of tax, as of January 1, 2018, due to the cumulative impact of adopting the current revenue recognition standard, with substantially all of the impact related to the Company’s online travel reservation services. Under the current revenue recognition standard, the Company recognizes revenue for travel reservation services when the travel begins rather than when the travel is completed.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Online travel reservation services</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company’s platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to the Company. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of sales incentives, "no show" cancellations (where the traveler has not cancelled the reservation but does not arrive on the scheduled reservation date) and "late" cancellations (where the travel service provider accepts a cancellation after its cancellation cut-off date). Estimates for cancellations and sales incentives are based on historical experience and current trends. Coupons are recorded as a reduction of the transaction price, generally at the time they are redeemed. The local occupancy taxes, general excise taxes, value-added taxes, sales taxes and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations.  </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These services are classified into two categories:</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="padding-left:54pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Agency revenues are derived from travel-related transactions where the Company does not facilitate payments from travelers for the services provided. The Company invoices the travel service providers for its commissions in the month that travel is completed. Agency revenues consist almost entirely of travel reservation commissions. Substantially all of the Company's agency revenue is from Booking.com agency accommodation reservations. </span></div><div style="padding-left:54pt"><span><br/></span></div><div style="padding-left:54pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with the Company's merchant reservations services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations. </span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Advertising and Other Revenues</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising and other revenues are primarily recognized by KAYAK and OpenTable. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for reservation fees when diners are seated through its online restaurant reservation service and revenues for subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Accrued Liabilities for Loyalty and Other Incentive Programs </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 3 for information related to accrued liabilities for loyalty and other incentive programs.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Revenue </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 3 for information related to deferred revenue.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Advertising Expenses</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Marketing Expenses</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Marketing expenses consist of performance marketing expenses and brand marketing expenses. Performance marketing expenses are expenses generally measured by return on investment or an increase in bookings over a specified time period. These expenses consist primarily of the costs of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) other performance-based marketing and incentives. Performance marketing expenses are recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued performance marketing liabilities of $156 million and $333 million at December 31, 2020 and 2019, respectively. Brand marketing expenses are expenses incurred to build brand awareness over a specified time period. These expenses consist primarily of television advertising and online video and display advertising (including the airing of the Company's television advertising online), as well as other marketing expenses such as public relations and sponsorships. Brand marketing expenses are generally recognized as incurred with the exception of advertising production costs, which are deferred and expensed the first time the advertisement is displayed or broadcast.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the year ended December 31, 2019 and prior periods, the Company's marketing expenses were presented in the Consolidated Statements of Operations as "Performance marketing" and "Brand marketing" expenses. In 2020, the Company changed the presentation of marketing expenses by combining "Performance marketing" and "Brand marketing" into "Marketing expenses" in the Consolidated Statement of Operations because of the increased convergence of performance marketing and brand marketing channels in areas including digital marketing and the Company's view of overall marketing expenditure as its investment in customer acquisition and retention. The change in presentation had no impact on</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">operating income or net income.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Sales and Other Expenses</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) provisions for expected credit losses, primarily related to accommodation commission receivables and prepayments to certain customers; (3) fees paid to third parties that provide call center, website content translations and other services; (4) customer relations costs; (5) customer chargeback provisions and fraud prevention expenses associated with merchant transactions; and (6) insurance claim costs for the Company's travel-related insurance business.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Personnel </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health and other benefits.  Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $333 million and $344 million at December 31, 2020 and 2019, respectively.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense related to performance share units, restricted stock units and stock options is recognized based on fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur.  The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock.  For performance share units with market conditions, the effect of the market condition is also considered in the determination of fair value on the grant date using Monte Carlo simulations. The fair value of employee stock options is determined using the Black-Scholes model. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records stock-based compensation expense for performance-based awards using its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets).  The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable. </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item when an option exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the Consolidated Statements of Cash Flows.  </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 4 for further information related to stock-based awards. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Government Grants and Other Assistance</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes government grants in the financial statements when it is probable that the grant will be received and the Company will comply with the conditions of the grant. Government grants are recorded as a reduction in the related operating expense or the cost of the asset that they are intended to defray. The government grants received by the Company have principally been granted to defray personnel costs. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Information Technology </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and cloud computing costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company's services. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restructuring and Other Exit Costs</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Exit or Disposal Cost Obligations,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> or ASC 712, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Compensation - Nonretirement Postemployment Benefits</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with voluntary leaver schemes are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for income taxes under the asset and liability method.  The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards.  Deferred taxes are classified as noncurrent in the balance sheet. </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized.  The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies.  A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.  The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible.  In </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon audit by the tax authorities.  Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement.  First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits.  Second, the Company</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.  Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense.  </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company adopted an accounting policy to treat taxes on global intangible low-taxed income ("GILTI") introduced by the U.S. Tax Cuts and Jobs Act (the "Tax Act") as period costs. See Note 15 for further details related to income taxes. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contingencies </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Loss contingencies (other than income tax-related contingencies) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments or other entities. Based on the Company's assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Segment Reporting</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company historically determined that its primary brands constituted its operating segments. In 2019, reflecting changes to the management structure, the Company reorganized its operating segments from six to four operating segments by combining Booking.com with Rentalcars.com and KAYAK with OpenTable. The Company's Booking.com and Rentalcars.com operating segment represents a substantial majority of the Company's total revenues and operating income. The Company's operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Segment Reporting.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> For geographic information, see Note 18.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recent Accounting Pronouncements Adopted</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Simplifying the Test for Goodwill Impairment</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Financial Accounting Standards Board ("FASB") issued an accounting update to simplify the test for goodwill impairment. The revised guidance eliminates the previously required step two of the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the revised guidance, a goodwill impairment loss will be measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted this update in the first quarter of 2020 and applied it on a prospective basis (see Note 11 for additional information on the goodwill impairment tests performed in 2020). </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Measurement of Credit Losses on Financial Instruments</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The FASB issued an accounting update on the measurement of credit losses for certain financial assets measured at amortized cost 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 expected credit losses, (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell or the entity 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. The Company </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">adopted this update in the first quarter of 2020 and applied this update on a modified retrospective basis. Upon adoption of the new standard on January 1, 2020, the Company recorded a net decrease to its retained earnings of $3 million, net of tax.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 7 for additional information related to allowance for expected credit losses on accounts receivable and other financial assets and Note 5 for additional information related to investments in available-for-sale debt securities.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">SEC Amendments to Regulation S-K</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On November 19, 2020, the U.S. Securities and Exchange Commission issued final rules to amend Regulation S-K. These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021 and early adoption is permitted. The Company elected to adopt the amendments to Item 302 of Regulation S-K in their entirety, which eliminates the requirement to disclose, in these Consolidated Financial Statements, selected financial information for each quarter during the two most recent fiscal years, except in situations with certain retrospective changes. </span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Recent Accounting Pronouncements</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In August 2020, the FASB issued a new accounting update relating to convertible instruments and contracts in an entity’s own equity. For convertible instruments, the accounting update reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. The accounting update amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The accounting update also simplifies the diluted earnings per share calculation in certain areas. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> For public business entities, the update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Entities are allowed to apply this update on either a full or modified retrospective basis. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this update.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Simplifying the Accounting for Income Taxes</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The FASB issued a new accounting update relating to income taxes.  This update provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.  This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. </span></div>The Company adopted this update on January 1, 2021 and applied the amendment related to franchise taxes that are partially based on income on a modified retrospective basis and all other amendments on a prospective basis. The adoption did not have a material impact on the Company's Consolidated Financial Statements. <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Presentation</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span>The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition.  All intercompany accounts and transactions have been eliminated in consolidation. <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto.  Actual results may differ significantly from those estimates.  The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill, other long-lived tangible and intangible assets, the valuation of investments in private companies, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as allowance for doubtful accounts), customer chargeback provisions and the accrual of obligations for loyalty and other incentive programs.</span></div> <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impact of COVID-19 </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic")</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, shelter-in-place orders, required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans. These government mandates have forced many of the customers on whom the Company’s business relies, including hotels and other accommodation providers, airlines and restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings, to file for bankruptcy protection or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns and economies, and the Company’s workforce, operations and customers.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. The Company’s financial results and prospects are almost entirely dependent on the sale of travel-related services. The Company’s results for the year ended December 31, 2020 have been materially and negatively impacted as compared to 2019 and 2018. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. </span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">With the spread of COVID-19 to all major regions and the discovery of new variants of the coronavirus, the Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic, during any resurgence of the pandemic and during the subsequent economic recovery, which could be an extended period of time.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company's travel service provider and restaurant customers and marketing affiliates, the Company has increased its provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on receivables from and prepayments to its travel service provider and restaurant customers and marketing affiliates (see Note 7). Moreover, due to the high level of cancellations of existing reservations, the Company has incurred, and may continue to incur, higher than normal cash outlays to refund consumers for prepaid reservations, including certain situations where the Company has already transferred the prepayment to the travel service provider (see Note 3). Any material increase in the Company’s provision for expected credit losses and any material increase in cash outlays to refund consumers would have a corresponding adverse effect on the Company's results of operations and related cash flows. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As a result of the deterioration of the Company’s business due to the COVID-19 pandemic, the Company determined that a portion of its goodwill had experienced a decline in value at March 31, 2020 and recorded a significant impairment charge (see Note 11). In addition, the Company recorded a significant impairment charge at March 31, 2020 for one of the Company's long-term investments due to the impact of the COVID-19 pandemic on the business of the investee and the Company's estimate of the resulting decline in the value of the investment (see Notes 5 and 6). At September 30, 2020, the Company recorded an additional significant impairment charge to its goodwill (see Note 11). Even though no additional impairment indicators were identified as of December 31, 2020 for these assets, it is possible that the Company may have to record additional significant impairment charges in future periods.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 12 for additional information about the Company’s existing debt arrangements, including $4.1 billion of debt issued in April 2020. The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, the Company’s ability to meet debt covenant requirements, the Company’s operating performance and the Company's credit ratings. If the Company’s credit ratings were to be downgraded, or financing sources were to ascribe higher risk to the Company's rating levels, the Company or its industry, the Company’s access to capital and the cost of any financing would be negatively impacted. There is no guarantee that additional debt financing will be available in the future to fund the Company’s obligations, or that it will be available on commercially reasonable terms, in which case the Company may need to seek other sources of funding. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The</span><span style="color:#212529;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> extent of the effects of the COVID-19 pandemic on the Company’s business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments. These include, but are not limited to, the severity, extent and duration of the COVID-19 pandemic, including as a result of any new variants of COVID-19 and any resurgences of the pandemic, and its impact on the travel and restaurant industries and consumer spending more broadly. Even if economic and operating conditions for the Company’s business improve, the Company cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to the Company’s operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic, the Company has taken actions to reduce the size of its workforce to optimize efficiency and reduce costs. See Note 20 for additional information.</span></div>Certain governments have passed or are considering legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. See Note 21 for additional information. 4100000000 Change in Presentation and ReclassificationCertain amounts from prior periods have been reclassified to conform to the current year presentation, including the change in the presentation of marketing expenses disclosed later in this Note. <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's financial instruments, including cash, restricted cash, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments.  Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Notes 5, 6 and 12 for information related to fair value for investments, derivatives and the Company's outstanding senior notes.</span></div> Cash and Cash EquivalentsCash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date. <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Cash and Cash Equivalents</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted cash and cash equivalents are restricted through legal contracts or regulations. Restricted cash and cash equivalents at December 31, 2020, 2019 and 2018 principally relates to the minimum cash requirement for the Company's travel-related insurance business. The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in millions):  </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:63.605%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.929%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.929%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.932%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">As included in the Consolidated Balance Sheets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,562 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,312 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,624 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash and cash equivalents included in "Other current assets"</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash and cash equivalents and restricted cash and cash equivalents as <br/> shown in the Consolidated Statements of Cash Flows</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,582 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,332 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,645 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in millions):  <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:63.605%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.929%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.929%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.932%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">As included in the Consolidated Balance Sheets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,562 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,312 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,624 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash and cash equivalents included in "Other current assets"</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash and cash equivalents and restricted cash and cash equivalents as <br/> shown in the Consolidated Statements of Cash Flows</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,582 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,332 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,645 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 10562000000 6312000000 2624000000 20000000 20000000 21000000 10582000000 6332000000 2645000000 <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Investments</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Investments held by the Company include debt securities and equity securities. Investments in debt or equity securities that include embedded features, such as conversion or redemption features, are analyzed by the Company to determine if these features are embedded derivatives that require separate accounting treatment. Payments made for investments are reported in "Purchase of investments" and proceeds received from sales or maturities of investments are reported in "Proceeds from sale and maturity of investments" in the Consolidated Statements of Cash Flows. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Debt Securities</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has classified its investments in debt securities as available-for-sale securities.  Preferred stock that is either mandatorily redeemable or redeemable at the option of the investor is considered a debt security for accounting purposes. These securities are reported at estimated fair value with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For periods prior to January 1, 2020, investments in debt securities were considered to be impaired when a decline in fair value was judged to be other than temporary because the Company either intended to sell or it was more-likely-than not that it would be required to sell the impaired security before recovery. Once a decline in fair value was determined to be other than temporary, an impairment charge was recorded and a new cost basis in the investment was established.  If the Company did not intend to sell the debt security, but it was probable that the Company would not collect all amounts due, then only the impairment due to the credit risk would be recognized in net income and the remaining amount of the impairment would be recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 1, 2020, the Company adopted the accounting standards update on the measurement of credit losses on financial instruments. Under the current accounting standard, if the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the Consolidated Statements of Operations. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for expected credit losses along with the related expense in the Consolidated Statements of Operations. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds the Company’s best estimate of the present value of cash flows expected to be collected. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of these investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Unobservable inputs are also used when little or no market data is available. See Note 6 for information related to fair value measurements.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's investments in marketable debt securities are recognized based on the trade date. The marketable debt securities generally have a term of less than five years and are assessed for classification in the Consolidated Balance Sheets as short-term or long-term at the individual security level. Classification as short-term or long-term is based on the maturities of the securities, as applicable, and the Company's expectations regarding the timing of sales and redemptions. Investments of a strategic nature that have been made for the purpose of affiliation or potential business advantage or in connection with a commercial relationship are included in "Long-term investments" in the Consolidated Balance Sheets, except in situations where the Company expects the investment to be realized in cash, redeemed or sold within one year. The cost of marketable debt securities sold is determined using a first-in and first-out method.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Equity Securities</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include marketable equity securities and equity investments without readily determinable fair values. Marketable equity securities are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company holds investments in equity securities of private companies, over which the Company does not have the ability to exercise significant influence or control. The Company elected to measure these investments 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. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Notes 5 and 6 for further information related to investments.</span></div> P5Y <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounts Receivable from Customers and Allowance for Expected Credit Losses </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For periods prior to January 1, 2020, receivables from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect the Company's ability to collect from customers. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets. The Company has identified the relevant risk characteristics, of its customers and the related receivables and prepayments, which include the following: size, type (alternative accommodations vs. hotels) or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, the nature of competition, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic factors are considered. This is assessed at each quarter based on the Company’s specific facts and circumstances. See Note 7 for additional information.</span></div> <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are stated at cost less accumulated depreciation.  Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the term of the lease related to leasehold improvements, whichever is shorter.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Building Construction-in-progress</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Building construction-in-progress is associated with the construction of Booking.com's future headquarters in the Netherlands and is included in "Property and equipment, net" in the Consolidated Balance Sheets. Depreciation of the building and its related components will commence once it is ready for the Company’s use.</span></div> <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Website and Internal-use Software Capitalization</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software.  These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in </span></div>additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Cloud Computing ArrangementsThe Company utilizes various third-party computer systems and third-party service providers, including global distribution systems ("GDSs") 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 and accounting systems. For periods beginning after December 31, 2018, implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported as "Information technology" in the Company's Consolidated Statements of Operations. <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Leases</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 1, 2019, the Company adopted Accounting Standards Codification ("ASC") 842, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, 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"). </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the current lease standard, the Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space, data centers and land for Booking.com's future headquarters. For office space, data centers and land, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments. </span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement.</span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes lease expense on a straight-line basis over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically for inflation. Any change in payments due to changes in inflation rates are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges).</span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Most leases have one or more options to renew, with renewal terms that can extend the initial 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 future headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date. The Company considered the initial term of the land lease to be its expected period of use.</span></div> P9Y "Operating lease assets" in the Consolidated Balance Sheets includes the land-use rights related to payment in 2016 for the land lease for Booking.com's future headquarters as described above. The land-use rights are amortized on a straight-line basis over its expected period of use. This expense is recorded as lease expense in "General and administrative" expense in the Consolidated Statements of Operations. See Notes 10 and 16 for further information. <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.  Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.  The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Goodwill is not subject to amortization and is tested annually for impairment and when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The Company tests goodwill at a reporting unit level.  The fair value of the reporting unit is compared to its carrying value, </span></div>including goodwill.  Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies) and based on market participant assumptions.  For periods prior to January 1, 2020, an impairment was recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. The Company adopted the accounting standards update on goodwill impairment in the first quarter of 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. See Note 11 for further information. <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impairment of Long-lived Assets</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group.  The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.</span></div> <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency Translation</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 Company's Consolidated Balance Sheets.  Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.</span></div> <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Derivative Financial Instruments</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flows and financial position.  These market risks include, but are not limited to, fluctuations in foreign currency exchange rates.  For the Company's international operations, the primary foreign currency exposures are in Euros and British Pounds Sterling, in which the Company conducts a significant portion of its business activities.  As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation.  Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international operations into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply.  These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company reports the fair value of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. See Note 6 for further information related to these derivative instruments.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company, from time to time in the past, has utilized derivative instruments to hedge the impact of changes in foreign currency exchange rates on the net assets of its foreign subsidiaries. These derivative instruments were designated as net investment hedges.  Hedge ineffectiveness was assessed and measured based on changes in forward exchange rates.  The Company recorded gains and losses on these derivative instruments as foreign currency translation adjustments, which offset a portion of the foreign currency translation adjustments related to the foreign subsidiaries' net assets.  Gains and losses on these derivative instruments were recognized in the Consolidated Balance Sheets in "Accumulated other comprehensive loss" and will be realized upon a partial sale or liquidation of the investment.   </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div>The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations.  The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties. Non-derivative Instrument Designated as Net Investment HedgeThe foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statement of Operations. See Notes 12 and 14 for further information related to the net investment hedge. <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using a modified retrospective method applied to all contracts as of January 1, 2018. The Company recorded a net increase to its retained earnings of $189 million, net of tax, as of January 1, 2018, due to the cumulative impact of adopting the current revenue recognition standard, with substantially all of the impact related to the Company’s online travel reservation services. Under the current revenue recognition standard, the Company recognizes revenue for travel reservation services when the travel begins rather than when the travel is completed.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Online travel reservation services</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company’s platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to the Company. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of sales incentives, "no show" cancellations (where the traveler has not cancelled the reservation but does not arrive on the scheduled reservation date) and "late" cancellations (where the travel service provider accepts a cancellation after its cancellation cut-off date). Estimates for cancellations and sales incentives are based on historical experience and current trends. Coupons are recorded as a reduction of the transaction price, generally at the time they are redeemed. The local occupancy taxes, general excise taxes, value-added taxes, sales taxes and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations.  </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These services are classified into two categories:</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="padding-left:54pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Agency revenues are derived from travel-related transactions where the Company does not facilitate payments from travelers for the services provided. The Company invoices the travel service providers for its commissions in the month that travel is completed. Agency revenues consist almost entirely of travel reservation commissions. Substantially all of the Company's agency revenue is from Booking.com agency accommodation reservations. </span></div><div style="padding-left:54pt"><span><br/></span></div><div style="padding-left:54pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with the Company's merchant reservations services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations. </span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Advertising and Other Revenues</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising and other revenues are primarily recognized by KAYAK and OpenTable. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for reservation fees when diners are seated through its online restaurant reservation service and revenues for subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Accrued Liabilities for Loyalty and Other Incentive Programs </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 3 for information related to accrued liabilities for loyalty and other incentive programs.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Revenue </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 3 for information related to deferred revenue.</span></div> 189000000 <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Advertising Expenses</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Marketing Expenses</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Marketing expenses consist of performance marketing expenses and brand marketing expenses. Performance marketing expenses are expenses generally measured by return on investment or an increase in bookings over a specified time period. These expenses consist primarily of the costs of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) other performance-based marketing and incentives. Performance marketing expenses are recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued performance marketing liabilities of $156 million and $333 million at December 31, 2020 and 2019, respectively. Brand marketing expenses are expenses incurred to build brand awareness over a specified time period. These expenses consist primarily of television advertising and online video and display advertising (including the airing of the Company's television advertising online), as well as other marketing expenses such as public relations and sponsorships. Brand marketing expenses are generally recognized as incurred with the exception of advertising production costs, which are deferred and expensed the first time the advertisement is displayed or broadcast.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the year ended December 31, 2019 and prior periods, the Company's marketing expenses were presented in the Consolidated Statements of Operations as "Performance marketing" and "Brand marketing" expenses. In 2020, the Company changed the presentation of marketing expenses by combining "Performance marketing" and "Brand marketing" into "Marketing expenses" in the Consolidated Statement of Operations because of the increased convergence of performance marketing and brand marketing channels in areas including digital marketing and the Company's view of overall marketing expenditure as its investment in customer acquisition and retention. The change in presentation had no impact on</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">operating income or net income.</span></div> 156000000 333000000 <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Sales and Other Expenses</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) provisions for expected credit losses, primarily related to accommodation commission receivables and prepayments to certain customers; (3) fees paid to third parties that provide call center, website content translations and other services; (4) customer relations costs; (5) customer chargeback provisions and fraud prevention expenses associated with merchant transactions; and (6) insurance claim costs for the Company's travel-related insurance business.</span></div> <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Personnel </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health and other benefits.  Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $333 million and $344 million at December 31, 2020 and 2019, respectively.</span></div> 333000000 344000000 <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense related to performance share units, restricted stock units and stock options is recognized based on fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur.  The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock.  For performance share units with market conditions, the effect of the market condition is also considered in the determination of fair value on the grant date using Monte Carlo simulations. The fair value of employee stock options is determined using the Black-Scholes model. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records stock-based compensation expense for performance-based awards using its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets).  The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable. </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item when an option exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the Consolidated Statements of Cash Flows.  </span></div>See Note 4 for further information related to stock-based awards. Government Grants and Other AssistanceThe Company recognizes government grants in the financial statements when it is probable that the grant will be received and the Company will comply with the conditions of the grant. Government grants are recorded as a reduction in the related operating expense or the cost of the asset that they are intended to defray. The government grants received by the Company have principally been granted to defray personnel costs. Information Technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and cloud computing costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company's services. Restructuring and Other Exit Costs<span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Exit or Disposal Cost Obligations,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> or ASC 712, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Compensation - Nonretirement Postemployment Benefits</span>, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with voluntary leaver schemes are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated. <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for income taxes under the asset and liability method.  The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards.  Deferred taxes are classified as noncurrent in the balance sheet. </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized.  The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies.  A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.  The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible.  In </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon audit by the tax authorities.  Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement.  First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits.  Second, the Company</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.  Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense.  </span></div>The Company adopted an accounting policy to treat taxes on global intangible low-taxed income ("GILTI") introduced by the U.S. Tax Cuts and Jobs Act (the "Tax Act") as period costs. See Note 15 for further details related to income taxes. Contingencies Loss contingencies (other than income tax-related contingencies) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments or other entities. Based on the Company's assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Segment Reporting</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company historically determined that its primary brands constituted its operating segments. In 2019, reflecting changes to the management structure, the Company reorganized its operating segments from six to four operating segments by combining Booking.com with Rentalcars.com and KAYAK with OpenTable. The Company's Booking.com and Rentalcars.com operating segment represents a substantial majority of the Company's total revenues and operating income. The Company's operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Segment Reporting.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> For geographic information, see Note 18.</span></div> 6 4 4 1 <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recent Accounting Pronouncements Adopted</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">    </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Simplifying the Test for Goodwill Impairment</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Financial Accounting Standards Board ("FASB") issued an accounting update to simplify the test for goodwill impairment. The revised guidance eliminates the previously required step two of the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the revised guidance, a goodwill impairment loss will be measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted this update in the first quarter of 2020 and applied it on a prospective basis (see Note 11 for additional information on the goodwill impairment tests performed in 2020). </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Measurement of Credit Losses on Financial Instruments</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The FASB issued an accounting update on the measurement of credit losses for certain financial assets measured at amortized cost 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 expected credit losses, (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell or the entity 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. The Company </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">adopted this update in the first quarter of 2020 and applied this update on a modified retrospective basis. Upon adoption of the new standard on January 1, 2020, the Company recorded a net decrease to its retained earnings of $3 million, net of tax.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 7 for additional information related to allowance for expected credit losses on accounts receivable and other financial assets and Note 5 for additional information related to investments in available-for-sale debt securities.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">SEC Amendments to Regulation S-K</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On November 19, 2020, the U.S. Securities and Exchange Commission issued final rules to amend Regulation S-K. These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021 and early adoption is permitted. The Company elected to adopt the amendments to Item 302 of Regulation S-K in their entirety, which eliminates the requirement to disclose, in these Consolidated Financial Statements, selected financial information for each quarter during the two most recent fiscal years, except in situations with certain retrospective changes. </span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Recent Accounting Pronouncements</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In August 2020, the FASB issued a new accounting update relating to convertible instruments and contracts in an entity’s own equity. For convertible instruments, the accounting update reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. The accounting update amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The accounting update also simplifies the diluted earnings per share calculation in certain areas. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> For public business entities, the update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Entities are allowed to apply this update on either a full or modified retrospective basis. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this update.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Simplifying the Accounting for Income Taxes</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The FASB issued a new accounting update relating to income taxes.  This update provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.  This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. </span></div>The Company adopted this update on January 1, 2021 and applied the amendment related to franchise taxes that are partially based on income on a modified retrospective basis and all other amendments on a prospective basis. The adoption did not have a material impact on the Company's Consolidated Financial Statements. -3000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">REVENUE</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Disaggregation of Revenue</span></div><div><span><br/></span></div><div style="padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue by Type of Service </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Approximately 88%, 87% and 87% of the Company's revenues for each of the years ended December 31, 2020, 2019 and 2018, respectively, relates to online accommodation reservation services. Revenue from all other sources of online travel reservation services and advertising and other revenues each individually represent less than 10% of the Company's total revenues for each year. </span></div><div style="padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue by Geographic Area </span></div><div style="padding-left:36pt"><span><br/></span></div><div style="padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 18 for the information related to revenue by geographic area.</span></div><div style="padding-left:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Revenue</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash payments received from travelers in advance of the Company completing its performance obligations are included in "Deferred merchant bookings" in the Company's Consolidated Balance Sheets and are comprised principally of amounts estimated to be payable to the travel service providers as well as the Company's estimated deferred revenue for its commission or margin and fees. The Company expects to complete its performance obligations within one year from the reservation date. The amounts are subject to refunds for cancellations. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity of deferred revenue for online travel reservation services for the years ended December 31, 2020 and 2019 (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:12pt"><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr style="height:12pt"><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">220 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenues recognized from the beginning balance </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(154)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(134)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancellations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments received from travelers net of amounts estimated to be payable to travel <br/> service providers and other changes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">220 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of year</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">220 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Loyalty and Other Incentive Programs</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company provides loyalty programs where participating consumers are awarded loyalty points on current transactions that can be redeemed in the future. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020 and 2019, liabilities for loyalty program incentives of $21 million and $80 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. </span><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s largest loyalty program is at OpenTable, where points can be redeemed for </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">rewards such as</span><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> qualifying reservations at participating restaurants, third-party gift cards and accommodation reservations booked through some of the Company’s other platforms.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The estimated fair value </span><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">of the loyalty points that are expected to be redeemed is recognized as a reduction of revenue at the time the incentives are granted. In March 2018, OpenTable introduced a three-year time-based expiration for points earned by diners, which reduced its loyalty program liability by $27 million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, with a corresponding increase to revenue</span><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Unredeemed loyalty points existing as of the date of introduction of the expiration provision will expire during the three months ending March 31, 2021. Unredeemed loyalty points earned after the date of introduction of the expiration provision expire <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjM5NjUyZDRiMzM0ZjQ3NmJhZWQ4YTgwOWVhMTAyYjI2L3NlYzozOTY1MmQ0YjMzNGY0NzZiYWVkOGE4MDllYTEwMmIyNl8xMzYvZnJhZzo1ZTEyNmJjZjY0ODE0NGEyOTJhNDk3YWQ1N2VjODQxNi90ZXh0cmVnaW9uOjVlMTI2YmNmNjQ4MTQ0YTI5MmE0OTdhZDU3ZWM4NDE2XzcxNDY4MjU1OTkyODg_e7819131-b607-4f0a-97bf-a7870ad6c7c9">three</span> years after they were earned. In 2020, the Company recorded a decrease of $28 million to the liability, primarily due to changes in estimates of the number of loyalty points expected to be redeemed prior to expiration, with a corresponding increase to revenue.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition to the loyalty programs, at </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">December 31, 2020 and 2019</span><span style="color:#222222;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, liabilities of $60 million and $22 million, respectively, for other incentive programs, such as referral bonuses, rebates, credits and discounts, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> During 2020, the Company offered additional rebates to customers meeting certain eligibility requirements under an incentive program at Booking.com. The eligibility requirements include the customer's enrollment in Booking.com's Genius Program (program features include special discounts offered by customers to frequent travelers) and Preferred Partner Program (program features include greater visibility for customers in search results for payment of higher commission) and timely payment of invoices. The additional rebates resulted in a reduction of revenue of $100 million during the year ended December 31, 2020 and a liability of $25 million at December 31, 2020. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Refunds to Travelers</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to the high level of cancellations of existing reservations as a result of the COVID-19 pandemic (see Note 2), the Company has incurred, and may continue to incur, higher than normal cash outlays to refund travelers for prepaid reservations, including certain situations where the Company has already transferred the prepayment to the travel service provider. For the year ended December 31, 2020, the Company recorded a reduction in revenue of $44 million for refunds paid or estimated to be </span></div>payable to travelers where the Company agreed to provide free cancellation for certain non-refundable reservations without a corresponding estimated expected recovery from the travel service providers. 0.88 0.87 0.87 0.10 0.10 0.10 one year <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity of deferred revenue for online travel reservation services for the years ended December 31, 2020 and 2019 (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:12pt"><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr style="height:12pt"><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">220 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenues recognized from the beginning balance </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(154)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(134)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancellations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(66)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments received from travelers net of amounts estimated to be payable to travel <br/> service providers and other changes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">220 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of year</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">220 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 220000000 149000000 154000000 134000000 66000000 15000000 50000000 220000000 50000000 220000000 21000000 80000000 P3Y 27000000 28000000 60000000 22000000 -100000000 25000000 44000000 STOCK-BASED COMPENSATION <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's 1999 Omnibus Plan, as amended and restated effective June 7, 2018, (the "1999 Plan") is the primary stock compensation plan from which broad-based employee, non-employee director and consultant equity awards may be made.  At December 31, 2020, there were 1,614,570 shares of common stock available for future grant under the 1999 Plan. In addition, under plans assumed in connection with various acquisitions, there were 52,192 shares of common stock available for future grant at December 31, 2020.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units and stock options. Performance share units and restricted stock units are payable in shares of the Company's common stock upon vesting. The Company issues shares of its common stock upon the exercise of stock options. </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense included in "Personnel" expenses in the Consolidated Statements of Operations was $233 million, $308 million and $317 million for the years ended December 31, 2020, 2019 and 2018, respectively. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The related tax benefit for stock-based compensation was $30 million, $38 million and $36 million for the years ended December 31, 2020, 2019 and 2018, respectively.  </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation for the years ended December 31, 2020, 2019 and 2018 includes benefits of $71 million and $4 million, and a charge of $48 million, respectively, representing the impact of adjusting the estimated probable outcome at the end of the performance period for outstanding unvested performance share units.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to the impact of the COVID-19 pandemic (see Note 2), there was a significant decline in the estimated performance over the performance periods against the performance targets and consequently, a significant reduction in the number of shares that were probable to be issued as compared to December 31, 2019. As a result, the Company recognized a reduction in stock-based compensation expense of $73 million, which is included in "Personnel" expense in the Consolidated Statement of Operations for the year ended December 31, 2020. In 2020, considering pre-COVID-19 performance and the significant effect of the COVID-19 pandemic on Company performance and consequently on the number of shares that were probable to be issued to employees, the Company modified the performance-based awards granted in 2018 (other than the performance-based awards granted to executive officers and certain other employees) to fix the number of shares to be issued, subject to other vesting conditions. As a result, the Company incurred an additional stock-based compensation expense of $11 million to be recognized over the remaining requisite service period. In January 2021, the Company modified the performance-based awards granted in 2018 and 2019 to its executive officers, to fix the number of shares to be issued, subject to other vesting conditions. The modification, in the aggregate, will result in additional stock-based compensation expense of approximately $40 million, to be recognized over the remaining requisite service periods for the performance-based awards.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Restricted stock units and performance share units granted by the Company during the years ended December 31, 2020, 2019 and 2018 had aggregate grant-date fair values of $392 million, $380 million and $337 million, respectively.  Restricted stock units and performance share units that vested during the years ended December 31, 2020, 2019, and 2018 had aggregate fair values at vesting of $358 million, $373 million and $415 million, respectively. At December 31, 2020, there was $384 million of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 1.9 years. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Stock options granted by the Company during the year ended December 31, 2020 had an aggregate grant-date fair value of $79 million. At December 31, 2020, there was $57 million of estimated total future stock-based compensation expense related to unvested stock options to be recognized over a weighted-average period of 2.2 years. </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Restricted Stock Units</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company makes broad-based grants of restricted stock units that generally vest during a period of <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjM5NjUyZDRiMzM0ZjQ3NmJhZWQ4YTgwOWVhMTAyYjI2L3NlYzozOTY1MmQ0YjMzNGY0NzZiYWVkOGE4MDllYTEwMmIyNl8xNDIvZnJhZzoxNmViM2E1ZDA5MTM0Yjc5OWRlYWMwNTEyZWZlZDAyNy90ZXh0cmVnaW9uOjE2ZWIzYTVkMDkxMzRiNzk5ZGVhYzA1MTJlZmVkMDI3XzM4NDgyOTA3MDg3NDI_cfb9ec5d-dd7c-4c0b-a1d0-c4834b7100e1">one</span>- to three-years, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity of restricted stock units for employees and non-employee directors during the year ended December 31, 2020: </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:61.070%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.656%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.911%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.216%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.914%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Restricted Stock Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-average Grant-date Fair Value</span></td></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unvested at December 31, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">256,745</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,801</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">222,977 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,659 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(130,684)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,822 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(43,079)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,737 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unvested at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">305,959</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,697</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Performance Share Units</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company grants performance share units to executives and certain other employees, which generally vest at the end of a three-year period, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. The number of shares that ultimately vest depends on achieving certain performance metrics or performance goals, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances. </span></div><div style="margin-bottom:6pt;text-indent:36pt"><span><br/></span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity of performance share units for employees</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">during the year ended December 31, 2020:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:61.070%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.656%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.911%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.216%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.914%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Performance Share Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-average Grant-date Fair Value</span></td></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unvested at December 31, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">216,083</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,835</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,040 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,498 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(82,023)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,741 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Performance Shares Adjustment *</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,775)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,944 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,847)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,829 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unvested at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">84,478</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,930</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">*Probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications.</span></div><div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the estimated vesting, as of December 31, 2020, of performance share units granted in 2020, 2019 and 2018, net of forfeiture and vesting since the respective grant dates: </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:61.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.595%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.595%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.601%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Performance Share Units, by grant year</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares probable to be issued </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,040 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,843 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,595 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares not subject to the achievement of minimum performance thresholds</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A*</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares that could be issued if maximum performance thresholds are met</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,080 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,522 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A*</span></td></tr></table></div><div style="margin-top:9pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">* The performance period for the performance share units granted in 2018 ended on December 31, 2020.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock Options</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In May 2020, the Company granted stock options that vest in March 2023, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. No stock options were granted to the executive officers of the Company. Stock options granted or assumed in acquisitions generally have a term of 10 years from the grant date. The fair value of stock options granted is estimated on the grant date using the Black-Scholes option pricing model and is affected by assumptions regarding a number of complex and subjective variables. The use of an option pricing model requires the use of several assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term. Expected volatility is based on the Company’s historical volatility over the expected term of the option and implied volatility of publicly traded options of the Company’s common stock. The expected term of the options represents the estimated period of time until option exercise. Since the Company has limited historical stock option exercise experience, the Company used the simplified method in estimating the expected term, which is calculated as the average of the sum of the vesting term and the original contractual term of the options. The risk-free interest rate is based on U.S. Treasury zero-coupon issues at the time of grant for the expected term of the option. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the assumptions used to value option grants granted during the year ended December 31, 2020 using the Black-Scholes options pricing model:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.285%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.785%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Black-Scholes assumptions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.56 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term in years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.4</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected stock price volatility</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected dividend yield</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity for stock options during the year ended December 31, 2020:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:20.454%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.454%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.724%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.765%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.671%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.765%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.697%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="6" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Employee Stock Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-average<br/> Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aggregate<br/> Intrinsic Value (in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-average Remaining Contractual Term (in years)</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="6" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance, December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,122 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">484 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.6</span></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163,494 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,411 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,217)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">466 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,653)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,411 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance, December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,401 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.3</span></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,954 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">660 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.1</span></td></tr></table></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Stock options granted by the Company during the year ended December 31, 2020 had a weighted-average grant-date fair value per option of </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">$485</span>. The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $15 million, $20 million and $5 million, respectively. 1614570 52192 233000000 308000000 317000000 30000000 38000000 36000000 -71000000 -4000000 48000000 -73000000 11000000 40000000 392000000 380000000 337000000 358000000 373000000 415000000 384000000 P1Y10M24D 79000000 57000000 P2Y2M12D P3Y <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity of restricted stock units for employees and non-employee directors during the year ended December 31, 2020: </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:61.070%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.656%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.911%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.216%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.914%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Restricted Stock Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-average Grant-date Fair Value</span></td></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unvested at December 31, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">256,745</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,801</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">222,977 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,659 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(130,684)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,822 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(43,079)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,737 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unvested at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">305,959</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,697</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div> 256745 1801 222977 1659 130684 1822 43079 1737 305959 1697 P3Y <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity of performance share units for employees</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">during the year ended December 31, 2020:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:61.070%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.656%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.911%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.216%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.914%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Performance Share Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-average Grant-date Fair Value</span></td></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unvested at December 31, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">216,083</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,835</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,040 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,498 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(82,023)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,741 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Performance Shares Adjustment *</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,775)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,944 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,847)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,829 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unvested at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">84,478</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,930</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">*Probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications.</span></div> 216083 1835 9040 2498 82023 1741 49775 1944 8847 1829 84478 1930 <div style="margin-bottom:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the estimated vesting, as of December 31, 2020, of performance share units granted in 2020, 2019 and 2018, net of forfeiture and vesting since the respective grant dates: </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:61.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.595%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.595%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.601%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Performance Share Units, by grant year</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares probable to be issued </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,040 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,843 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,595 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares not subject to the achievement of minimum performance thresholds</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A*</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares that could be issued if maximum performance thresholds are met</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,080 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,522 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A*</span></td></tr></table></div><div style="margin-top:9pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">* The performance period for the performance share units granted in 2018 ended on December 31, 2020.</span></div> 9040 40843 34595 0 40843 18080 108522 0 P10Y <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the assumptions used to value option grants granted during the year ended December 31, 2020 using the Black-Scholes options pricing model:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.285%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.785%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Black-Scholes assumptions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.56 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term in years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.4</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected stock price volatility</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected dividend yield</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.0056 P6Y4M24D 0.338 0 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the activity for stock options during the year ended December 31, 2020:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:20.454%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.454%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.724%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.765%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.671%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:4.765%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.697%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="6" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Employee Stock Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-average<br/> Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aggregate<br/> Intrinsic Value (in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-average Remaining Contractual Term (in years)</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="6" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance, December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,122 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">484 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.6</span></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163,494 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,411 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,217)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">466 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,653)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,411 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance, December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,401 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.3</span></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,954 </span></td><td style="background-color:#ffffff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">660 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.1</span></td></tr></table></div> 15122 484 24000000 P2Y7M6D 163494 1411 13217 466 12653 1411 152746 1401 126000000 P9Y3M18D 1954 660 3000000 P2Y1M6D 485 15000000 20000000 5000000 INVESTMENTS<div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes, by major security type, the Company's investments at December 31, 2020 (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:46.307%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.497%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Gains<br/>/Upward Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Losses <br/>/Downward Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Debt securities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities </span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in private companies:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Debt securities</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">552 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(100)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">455 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Debt securities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">463 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,617 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,080 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,240 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,620 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(101)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,759 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes, by major security type, the Company's investments at December 31, 2019 (in millions): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:46.307%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.497%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%">prv</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Gains<br/>/Upward Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Losses<br/>/Downward Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Debt securities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International government securities</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">751 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">751 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">998 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">998 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in private companies:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Debt securities</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Equity securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Debt securities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International government securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">775 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">767 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,117 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">684 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,793 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,810 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">686 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,477 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:38.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Investments in Government and Corporate Debt Securities</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has classified its investments in international government securities, U.S. government securities and corporate debt securities as available-for-sale securities. During the year ended December 31, 2020, the Company realized $2.2 billion in cash from sales and maturities of its investments in government and corporate debt securities. </span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:38.25pt"><span><br/></span></div><div style="text-indent:38.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Investments in Trip.com Group </span></div><div style="text-indent:38.25pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020, the Company had $525 million invested in convertible senior notes issued at par value by Trip.com Group including $25 million six-year convertible senior notes issued in September 2016 and $500 million ten-year convertible senior notes issued in December 2015. The $500 million convertible senior notes include a put option allowing the Company, at its option, to require a prepayment in cash from Trip.com Group at the end of the sixth year of the note. The $500 million convertible senior notes were classified as "Short-term investments" in the Consolidated Balance Sheet at December 31, 2020 as the Company expects to exercise the put option and redeem the investment. In May 2020, the Company's May 2015 investment of $250 million in Trip.com Group's convertible senior notes was repaid upon maturity. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company determined that the economic characteristics and risks of the put option related to the $500 million convertible senior notes are clearly and closely related to the notes, and therefore did not meet the requirement for separate accounting as embedded derivatives. 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 conversion feature associated with the $25 million convertible senior notes meets the definition of an embedded derivative that requires separate accounting. The embedded derivative is bifurcated for fair value measurement purposes only and is reported in the Consolidated Balance Sheets with its host contract in "Long-term investments." The mark-to-market adjustments of the embedded derivative are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">At December 31, 2019, the Company had $655 million invested in Trip.com Group American Depositary Shares ("ADSs") with a fair value of $726 million, which is reported in "Long-term investments" in the Consolidated Balance Sheet. During the year ended December 31, 2020, the Company sold its entire investment in these ADSs for $525 million. "Other income (expense), net" in the Consolidated Statements of Operations includes a net realized loss of $201 million, a net unrealized gain of $141 million and a net unrealized loss of $368 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to these ADSs.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:38.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Investment in Meituan</span></div><div style="text-indent:38.25pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In 2017, the Company invested $450 million in preferred shares of Meituan, the leading e-commerce platform for local services in China. The investment has been converted to ordinary shares and classified as a marketable equity security since Meituan's initial public offering in 2018. The investment had a fair value of $3.1 billion and $1.1 billion at December 31, 2020 and 2019, respectively, which is included in "Long-term investments" in the Consolidated Balance Sheets. Net unrealized gains of </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">$2.0 billion, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">$602 million and $1 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to this investment, are included in "Other income (expense), net" in the Consolidated Statements of Operations. </span></div><div style="margin-bottom:12pt;margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Investments in Private Companies</span></div><div style="text-indent:38.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Equity Securities without Readily Determinable Fair Values</span></div><div style="text-indent:38.25pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company had $501 million invested in equity securities of private companies at December 31, 2019, including $500 million invested in Didi Chuxing. Considering the impact of the COVID-19 pandemic (see Note </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the Company performed an impairment analysis, as of March 31, 2020, on the investment in Didi Chuxing. The Company recognized an impairment charge of $100 million during the three months ended March 31, 2020, resulting in an adjusted carrying value of $400 million at March 31, 2020 and December 31, 2020 (see Note 6). No additional impairment indicators were identified as of December 31, 2020. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2020, the Company changed its classification as a debt security of an investment in the preferred shares of a private company due to changes in the redemption features of the preferred shares. As of December 31, 2020, the investment is classified as an equity security and had a carrying value of $51 million. These equity 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 Consolidated Balance Sheets. </span></div><div style="text-indent:38.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Debt Securities </span></div><div style="text-indent:38.25pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company had $200 million and $250 million invested in preferred shares of private companies, including Grab Holdings Inc. ("Grab"), with an aggregate estimated fair value of $200 million and $250 million at December 31, 2020 and 2019, respectively. The investment in Grab is classified as a debt security for accounting purposes and categorized as available-for-sale. 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 certain points of time. The investment is reported at estimated fair value in "Long-term investments" in the Company's Consolidated Balance Sheets, with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. As discussed above in "Equity Securities without Readily Determinable Fair Values", in 2020, the Company changed its classification of an investment that was previously accounted as a debt security.</span></div> <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes, by major security type, the Company's investments at December 31, 2020 (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:46.307%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.497%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Gains<br/>/Upward Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Losses <br/>/Downward Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Debt securities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities </span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in private companies:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Debt securities</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">552 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(100)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">455 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Debt securities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">463 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,617 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,080 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,240 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,620 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(101)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,759 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes, by major security type, the Company's investments at December 31, 2019 (in millions): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.684%"><tr><td style="width:1.0%"/><td style="width:46.307%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.492%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.540%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.497%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%">prv</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Gains<br/>/Upward Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Unrealized<br/>Losses<br/>/Downward Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Debt securities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International government securities</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">751 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">751 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">998 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">998 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in private companies:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Debt securities</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Equity securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Debt securities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International government securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">775 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">767 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">  Equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,117 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">684 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,793 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,810 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">686 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,477 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 500000000 1000000 0 501000000 200000000 0 0 200000000 552000000 3000000 100000000 455000000 25000000 0 1000000 24000000 463000000 2617000000 0 3080000000 1240000000 2620000000 101000000 3759000000 109000000 0 0 109000000 138000000 0 0 138000000 751000000 1000000 1000000 751000000 998000000 1000000 1000000 998000000 250000000 0 0 250000000 501000000 0 0 501000000 68000000 0 0 68000000 136000000 0 1000000 135000000 963000000 2000000 2000000 963000000 775000000 0 8000000 767000000 1117000000 684000000 8000000 1793000000 3810000000 686000000 19000000 4477000000 2200000000 525000000 25000000 500000000 500000000 500000000 250000000 500000000 25000000 655000000 726000000 525000000 201000000 141000000 368000000 450000000 3100000000 1100000000 2000000000.0 602000000 1000000 501000000 500000000 100000000 400000000 51000000 200000000 250000000 200000000 250000000 FAIR VALUE MEASUREMENTS<div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets and liabilities</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">carried at fair value at December 31, 2020 and nonrecurring fair value measurements are classified in the categories described in the tables below (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:50.946%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.163%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Recurring fair value measurements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">ASSETS:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash equivalents and restricted cash equivalents:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market fund investments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,208 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,208 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits and certificates of deposit</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in private companies:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Debt securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,080 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,080 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Derivatives:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency exchange derivatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets at fair value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,320 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">534 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,054 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">LIABILITIES</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency exchange derivatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Nonrecurring fair value measurements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in equity securities of private companies </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill of the OpenTable and KAYAK reporting unit </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total nonrecurring fair value measurements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,404 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,404 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) At March 31, 2020, the investment in Didi Chuxing was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5). </span></div><div style="margin-top:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(2) At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At September 30, 2020, th</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (see </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Note 11). </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets and liabilities carried at fair value at December 31, 2019 are classified in the categories described in the tables below (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:50.946%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.163%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Recurring fair value measurements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">ASSETS:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash equivalents and restricted cash equivalents:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market fund investments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,734 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,734 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits and certificates of deposit</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International government securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">751 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">751 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in private companies:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Debt securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International government securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">767 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">767 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,793 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,793 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Derivatives:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency exchange derivatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets at fair value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,556 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,945 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,751 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">LIABILITIES</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency exchange derivatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:center"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There are three levels of inputs to measure fair value.  The definition of each input is described below:</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="padding-left:108pt;text-indent:-72pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1:    Quoted prices in active markets that are accessible by the Company at the measurement date for identical assets and liabilities.</span></div><div style="padding-left:108pt;text-indent:-72pt"><span><br/></span></div><div style="padding-left:108pt;text-indent:-72pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="padding-left:108pt;text-indent:-72pt"><span><br/></span></div><div style="padding-left:108pt;text-indent:-72pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3:    Unobservable inputs are used when little or no market data is available.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Investments</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 5 for additional information related to the Company's investments.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The valuation of investments in corporate debt securities, U.S. and international government securities and Trip.com Group 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 these investments.  A market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace.  </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Investments in private companies measured using Level 3 inputs</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s investments measured using Level 3 inputs primarily consist of preferred stock investments in privately-held companies that are classified as either debt securities or equity securities without readily determinable fair values. Fair values of privately held securities are estimated using a variety of valuation methodologies, including both market and income approaches. The Company has used valuation techniques appropriate for the type of investment and the information available about the investee as of the valuation date to determine fair value. Recent financing transactions in the investee, such as new investments in preferred stock, are generally considered the best indication of the enterprise value and therefore used as a basis to estimate fair value. However, based on a number of factors, such as the proximity in timing to the valuation date or the volume or other terms of these financing transactions, the Company may also use other valuation techniques to supplement this data, including the income approach. In addition, an option-pricing model (“OPM”) is utilized to allocate value to the various classes of securities of the investee, including the class owned by the Company. The model includes assumptions around the investees' expected time to liquidity and volatility. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company's investment in Grab, which is classified as a debt security for accounting purposes, had an aggregate estimated fair value of $200 million at December 31, 2020 and 2019. The Company measured this investment using Level 3 inputs and 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. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">For the investment in equity securities of Didi Chuxing, considering the impact of the COVID-19 pandemic, the Company performed an impairment analysis as of March 31, 2020 resulting in an adjusted carrying value of $400 million at March 31, 2020 and December 31, 2020. No additional impairment indicators were identified as of December 31, 2020. As discussed below, the Company used unobservable inputs in order to determine fair value. The Company used an income approach in estimating the fair value of Didi Chuxing as of March 31, 2020. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on a company’s weighted-average cost of capital, and is adjusted to reflect the risks inherent in its cash flows. The key unobservable inputs and ranges used include the weighted average cost of capit</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">al (12%-14%), terminal EBITDA multiple (13x-15x), volatility (60%-70%) and an estimated time to liquidity of 4 years.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. Generally, a change in the assumption used for terminal EBITDA multiples would result in a directionally similar change in the fair value and a change in the assumption used for weighted average cost of capital or volatility would result in a directionally opposite change in the fair value.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The determination of the fair values of investments, where the Company is a minority shareholder and has access to limited information from the investee, reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding the investee’s expected growth rates and operating margin, expected length and severity of the impact of the COVID-19 pandemic on the investee and the shape and timing of the subsequent recovery, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than those judgments and estimates utilized in the fair value estimate. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the valuation, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery and the overall impact on the investee’s business, which may result in a need to recognize an additional impairment charge that could have a material adverse effect on the Company's results of operations.</span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Derivatives</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's derivative instruments are valued using pricing models.  Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and foreign currency exchange rates. The valuation of derivatives are considered "Level 2" fair value measurements. The Company's derivative instruments are typically short-term in nature.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations.  The Company mitigates these risks by following established risk management policies and procedures, including the use of derivatives.  The Company enters into foreign currency forward contracts to hedge its exposure to the impact of movements in foreign currency exchange rates on its transactional balances denominated in currencies other than the functional currency. In periods prior to the second quarter of 2020, the Company also entered into foreign currency derivative contracts to hedge translation risks from short-term foreign currency exchange rate fluctuations for the Euro, British Pound Sterling and certain other currencies versus the U.S. Dollar. Since the first quarter of 2020, the Company has not entered into such derivative </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">instruments as the impact of the COVID-19 pandemic on the Company’s operating results are highly uncertain. The Company does not use derivatives for trading or speculative purposes. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reports the fair values of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair values of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and cash flow impacts, if any, are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. As of December 31, 2020 and 2019, the Company did not designate any derivatives as hedges for accounting purposes. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at December 31, 2020 and 2019 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheet. </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:66.788%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.589%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.590%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Estimated fair value of derivative assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Estimated fair value of derivative liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:9pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notional amount:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Foreign currency purchases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">898 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,770 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Foreign currency sales</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">901 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 is as follows (in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:50.437%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Losses on foreign currency exchange derivatives </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Financial Assets and Liabilities</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020 and 2019, the Company's cash consisted of bank deposits.  Cash equivalents principally include money market fund investments, time deposits and certificates of deposit. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these items. Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Note 12 for the estimated fair value of the Company's outstanding senior notes and Note 5 for information related to an embedded derivative associated with the $25 million Trip.com Group convertible notes issued in 2016.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill</span></div>See Note 11 for nonrecurring fair value measurements related to the goodwill impairment test. <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets and liabilities</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">carried at fair value at December 31, 2020 and nonrecurring fair value measurements are classified in the categories described in the tables below (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:50.946%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.163%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Recurring fair value measurements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">ASSETS:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash equivalents and restricted cash equivalents:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market fund investments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,208 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,208 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits and certificates of deposit</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in private companies:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Debt securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,080 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,080 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Derivatives:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency exchange derivatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets at fair value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,320 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">534 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,054 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">LIABILITIES</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency exchange derivatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Nonrecurring fair value measurements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in equity securities of private companies </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill of the OpenTable and KAYAK reporting unit </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total nonrecurring fair value measurements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,404 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,404 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) At March 31, 2020, the investment in Didi Chuxing was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5). </span></div><div style="margin-top:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(2) At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At September 30, 2020, th</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (see </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Note 11). </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets and liabilities carried at fair value at December 31, 2019 are classified in the categories described in the tables below (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:50.946%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.157%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.163%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Recurring fair value measurements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">ASSETS:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash equivalents and restricted cash equivalents:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market fund investments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,734 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,734 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits and certificates of deposit</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International government securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">751 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">751 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term investments:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investments in private companies:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Debt securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International government securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. government securities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate debt securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trip.com Group convertible debt securities </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">767 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">767 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equity securities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,793 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,793 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Derivatives:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency exchange derivatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets at fair value</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,556 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,945 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,751 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">LIABILITIES</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency exchange derivatives</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 10208000000 0 0 10208000000 32000000 0 0 32000000 0 501000000 0 501000000 0 0 200000000 200000000 0 24000000 0 24000000 3080000000 0 0 3080000000 0 9000000 0 9000000 13320000000 534000000 200000000 14054000000 0 7000000 0 7000000 0 0 404000000 404000000 0 0 1000000000 1000000000 0 0 1404000000 1404000000 400000000 100000000 1500000000 489000000 1000000000.0 573000000 5734000000 0 0 5734000000 0 2000000 0 2000000 29000000 0 0 29000000 0 109000000 0 109000000 0 138000000 0 138000000 0 751000000 0 751000000 0 0 250000000 250000000 0 68000000 0 68000000 0 135000000 0 135000000 0 963000000 0 963000000 0 767000000 0 767000000 1793000000 0 0 1793000000 0 12000000 0 12000000 7556000000 2945000000 250000000 10751000000 0 5000000 0 5000000 200000000 200000000 400000000 400000000 0.12 0.14 13 15 0.60 0.70 4 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at December 31, 2020 and 2019 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheet. </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:66.788%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.589%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.590%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Estimated fair value of derivative assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Estimated fair value of derivative liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:9pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notional amount:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Foreign currency purchases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">898 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,770 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Foreign currency sales</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">901 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 is as follows (in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:50.437%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Losses on foreign currency exchange derivatives </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 9000000 12000000 7000000 5000000 898000000 1770000000 839000000 901000000 -31000000 -19000000 -44000000 25000000 ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS<div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable in the Consolidated Balance Sheets at December 31, 2020 and 2019 includes receivables from customers of</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$510 million and $1.2 billion, respectively, and receivables from marketing affiliates of $32 million and $110 million, respectively. The remaining balance principally relates to receivables from third-party payment processors. In addition, the Company had prepayments to certain customers of $107 million and $232 million at December 31, 2020 and 2019, respectively, which are included in "Prepaid expenses, net," and $45 million at December 31, 2020, which is included in "Other assets, net" in the Consolidated Balance Sheets.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For periods prior to January 1, 2020, receivables from customers were recorded at the original invoiced amounts net of an allowance for doubtful accounts. On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company records a provision for expected credit losses on receivables from customers and marketing affiliates. The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision charged to earnings</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Write-offs and adjustments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(116)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(70)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(62)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency translation adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of year</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The allowance for expected credit losses on receivables as of December 31, 2020 includes a portion of the amounts related to refunds paid or payable to certain travelers without a corresponding estimated expected recovery from the travel service providers, primarily due to the impact of the COVID-19 pandemic (see Note 3). For the year ended December 31, 2020, the Company recorded a reduction in revenue of $37 million for such refunds, which is included in "Provision charged to earnings" in the table above. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, the Company recorded an allowance for expected credit losses on prepayments to certain customers of $55 million and $6 million at December 31, 2020 and 2019, respectively, which are included in "Prepaid expenses, net" and "Other assets, net", as applicable, in the Consolidated Balance Sheets. For the year ended December 31, 2020, the Company recorded expected credit loss expenses of $51 million for the prepayments, which is included in "Sales and other expenses" in the Consolidated Statement of Operations.</span></div>Due to the impact of the COVID-19 pandemic (see Note 2), given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company’s travel service provider and restaurant customers and marketing affiliates, the Company has increased its allowance for expected credit losses on receivables from and prepayments to its customers and marketing affiliates. Expected credit loss expenses included in "Sales and other expenses" in the Consolidated Statements of Operations, increased from $69 million for the year ended December 31, 2019 to $230 million for the year ended December 31, 2020. Significant judgments and assumptions are required to estimate the allowance for expected credit losses on receivables from and prepayments to customers and such assumptions may change in future periods, particularly the assumptions related to the impact of the COVID-19 pandemic on the business prospects and financial condition of customers and the Company’s ability to collect the receivable or recover the prepayment. 510000000 1200000000 32000000 110000000 107000000 232000000 45000000 The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision charged to earnings</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Write-offs and adjustments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(116)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(70)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(62)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency translation adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of year</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 49000000 51000000 35000000 216000000 69000000 79000000 116000000 70000000 62000000 17000000 -1000000 -1000000 166000000 49000000 51000000 37000000 55000000 6000000 51000000 69000000 230000000 NET INCOME PER SHARE<div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's convertible notes have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option.  Under the treasury stock method, if the conversion prices for the convertible notes exceed the Company's average stock price for the period, the convertible notes generally have no impact on diluted net income per share. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method.</span></div><div style="text-indent:40.5pt"><span><br/></span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average number of basic common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,974 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,082 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,446 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:9pt;padding-right:18pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average dilutive stock options, restricted stock units and performance share units</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">203 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">236 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assumed conversion of convertible senior notes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">224 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">335 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average number of diluted common and common equivalent shares outstanding</span></div></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,160 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,509 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,017 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:5pt;text-align:center"><span><br/></span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the year ended December 31, 2020, 125,000 potential common shares related to stock options and restricted stock units were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the year.</span></div> <div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average number of basic common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,974 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,082 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,446 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:9pt;padding-right:18pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average dilutive stock options, restricted stock units and performance share units</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">203 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">236 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assumed conversion of convertible senior notes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">224 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">335 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average number of diluted common and common equivalent shares outstanding</span></div></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,160 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,509 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,017 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 40974000 43082000 47446000 158000 203000 236000 28000 224000 335000 41160000 43509000 48017000 125000 PROPERTY AND EQUIPMENT, NET<div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net at December 31, 2020 and 2019 consist of the following (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Estimated<br/>Useful Lives<br/>(years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">736 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 to 6 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized software</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">565 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">442 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">278 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 to 15 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Office equipment, furniture and fixtures </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 to 8 years</span></div></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Building construction-in-progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">257 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,909 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,665 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Accumulated depreciation </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,153)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(927)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">756 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">738 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr></table></div>Depreciation expense was $291 million, $294 million and $248 million for the years ended December 31, 2020, 2019 and 2018, respectively. Additions to capitalized software during the years ended December 31, 2020, 2019 and 2018 were $144 million, $109 million and $103 million, respectively. <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net at December 31, 2020 and 2019 consist of the following (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Estimated<br/>Useful Lives<br/>(years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">736 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 to 6 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized software</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">565 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">442 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 to 5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">278 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 to 15 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Office equipment, furniture and fixtures </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 to 8 years</span></div></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Building construction-in-progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">257 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,909 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,665 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Accumulated depreciation </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,153)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(927)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">756 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">738 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr></table></div> 746000000 736000000 P2Y P6Y 565000000 442000000 P2Y P5Y 278000000 265000000 P1Y P15Y 63000000 61000000 P2Y P8Y 257000000 161000000 1909000000 1665000000 1153000000 927000000 756000000 738000000 291000000 294000000 248000000 144000000 109000000 103000000 LEASESThe Company has operating leases for office space, data centers and the land for Booking.com's future headquarters (see Note 16). The Company’s weighted-average discount rate was approximately 2.2% and 2.0% as of December 31, 2020 and 2019, respectively. The weighted-average remaining lease terms were approximately 8.1 years and 7.8 years as of December 31, 2020 and 2019, respectively. <div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized the following related to operating leases in its Consolidated Balance Sheets at December 31, 2020 and 2019 (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:31.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:37.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Classification in Consolidated Balance Sheet</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating lease assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">529 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">620 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease Liabilities:</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt;padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current operating lease liabilities</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued expenses and other current liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">159 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">366 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total operating lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">525 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">623 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized the following related to operating leases in its Consolidated Statements of Operations (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:23.022%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:45.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.208%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Classification in Consolidated Statement of Operations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease expense </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative and Information technology</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">194 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable lease expense</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative and Information technology</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Sublease income</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total lease expense, net of sublease income</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">237 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the year ended December 31, 2018, the Company recognized lease expense of $149 million under ASC 840.</span></div><div><span><br/></span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the operating lease liabilities will mature over the following periods (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:83.233%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">168 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">122 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total remaining lease payments</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">585 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Imputed interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(60)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total operating lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">525 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the Company has entered into leases that have not yet commenced with future lease payments of approximately $7 million</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">which are not reflected in the table above. These leases will commence in 2021</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">with lease terms of up to 7.5 years and will be recognized upon lease commencement. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, the Company entered into an agreement to sign a future lease in the city of Manchester in the United Kingdom for the future headquarters of Rentalcars.com (see Note 16).</span></div><div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to operating leases is as follows (in millions):</span></div><div style="margin-bottom:8pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.829%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.207%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease assets obtained in exchange for lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">155 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">"Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease expense from the amortization of the operating lease assets.</span></div> 0.022 0.020 P8Y1M6D P7Y9M18D <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized the following related to operating leases in its Consolidated Balance Sheets at December 31, 2020 and 2019 (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:31.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:37.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.841%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Classification in Consolidated Balance Sheet</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating lease assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">529 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">620 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease Liabilities:</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt;padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current operating lease liabilities</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued expenses and other current liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">159 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">366 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total operating lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">525 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">623 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 529000000 620000000 159000000 161000000 366000000 462000000 525000000 623000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized the following related to operating leases in its Consolidated Statements of Operations (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:23.022%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:45.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.208%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Classification in Consolidated Statement of Operations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease expense </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative and Information technology</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">194 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable lease expense</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative and Information technology</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Sublease income</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-right:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total lease expense, net of sublease income</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">237 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table> 194000000 183000000 46000000 56000000 2000000 2000000 238000000 237000000 149000000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the operating lease liabilities will mature over the following periods (in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:83.233%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">168 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">122 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total remaining lease payments</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">585 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Imputed interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(60)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total operating lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">525 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 168000000 122000000 74000000 50000000 35000000 136000000 585000000 60000000 525000000 7000000 P7Y6M <div style="margin-bottom:8pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to operating leases is as follows (in millions):</span></div><div style="margin-bottom:8pt;margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.829%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.207%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease assets obtained in exchange for lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">155 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">"Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease expense from the amortization of the operating lease assets.</span></div> 200000000 189000000 67000000 155000000 GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A substantial portion of the Company's intangible assets and goodwill relates to the acquisitions of OpenTable and KAYAK. </span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Goodwill</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in the balance of goodwill for the years ended December 31, 2020 and 2019 consist of the following (in millions): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.730%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of year </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,913 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,910 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisitions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,062)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency translation adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of year </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,895 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,913 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.</span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Interim Goodwill Impairment Test</span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), the Company performed an interim period goodwill impairment test at March 31, 2020. Under the current goodwill impairment standard adopted in the first quarter of 2020, a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill (see Note 2). </span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of March 31, 2020, the estimated fair value of each of the Company’s reporting units, except the OpenTable and KAYAK reporting unit, exceeded its respective carrying value. For the OpenTable and KAYAK reporting unit, the Company recognized a goodwill impairment charge of $489 million for the three months ended March 31, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.5 billion at March 31, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted near-term cash flows of OpenTable and KAYAK as well as the significant decline in comparable companies' market values as a result of the COVID-19 pandemic. </span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying the recent decline in enterprise values of comparable publicly-traded companies to the recently calculated fair value for OpenTable and KAYAK, as well as applying comparable company multiples).</span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. In the cash flow projections, the Company assumed that </span><span style="color:#212529;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">OpenTable and KAYAK will experience </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">a significant decline in near-term cash flows with a recovery to 2019 levels of</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> financial performance (including profitability) oc</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">curring in 2023. The shape and timing of the recovery was a key assumption in the fair value calculation (both in the income and market approaches).</span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Annual Goodwill Impairment Test</span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of September 30, 2020, the Company performed its annual goodwill impairment test. Other than the OpenTable and KAYAK reporting unit, the fair values of the Company’s reporting units exceeded their respective carrying values. </span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the OpenTable and KAYAK reporting unit, the Company recognized a goodwill impairment charge of $573 million for the three months ended September 30, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.0 billion at September 30, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted cash flows of OpenTable and KAYAK, reflecting a longer assumed recovery period to 2019 levels of profitability, mainly due to the continued material adverse impact of the COVID-19 pandemic, including its impact on the </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">flight</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> vertical at KAYAK, and the lowered outlook for </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">monetization opportunities in</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> restaurant reservation services. </span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying comparable company multiples). </span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. The income approach, applied as of September 30, 2020, reflected a reduction in the forecasted cash flows of OpenTable and KAYAK and a longer assumed recovery period to 2019 levels of profitability, driven primarily by a </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">lowered outlook for monetization opportunities in</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> restaurant reservation services and slower than previously expected recovery trends for airline travel, which is a key vertical for KAYAK. For the interim goodwill impairment test at March 31, 2020, the Company expected a recovery to 2019 levels of financial performance occurring in 2023 for OpenTable and KAYAK. Based on the Company's evaluation of all relevant information available as of September 30, 2020 for the annual goodwill impairment test, the Company expected that OpenTable and KAYAK would not return to the 2019 level of profitability within the next five years, and that it was uncertain whether the shape of the recovery would ultimately match the Company’s expectations. An increase or decrease of one percentage point to the profitability growth rates used in the cash flow projections would result in an increase or decrease of approximately $100 million to the estimated fair value of OpenTable and KAYAK as of September 30, 2020. The discount rate is determined based on t</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">he reporting unit’s estimated</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> weighted- average cost of capital and adjusted to reflect the risks inherent in its cash flows, which requires significant judgments. The discount rate used for the annual goodwill impairment test as of September 30, 2020 is higher than the discount rate used for the interim goodwill impairment test as of March 31, 2020. If the discount rate used in the income approach increases or decreases by 0.5%, the impact to the estimated fair value of OpenTable and KAYAK, at September 30, 2020, ranges from a decrease of approximately $65 million to an increase of approximately $70 million.</span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimation of fair value reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding OpenTable and KAYAK’s expected growth rates and operating margin, expected length and severity of the impact from the COVID-19 pandemic, the shape and timing of the subsequent recovery and the competitive environment, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than the judgments and estimates used to estimate fair value. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the current forecast disclosed above, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery, which may result in a need to recognize an additional goodwill impairment charge that could have a material adverse effect on the Company's results of operations.</span></div><div style="margin-top:9pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">No additional impairment indicators were identified as of December 31, 2020.</span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Intangible Assets and Other Long-lived Assets</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's intangible assets at December 31, 2020 and 2019 consist of the following (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:21.073%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.444%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.325%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.151%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.444%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.325%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.444%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.590%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Carrying<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Carrying<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amortization<br/>Period</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Supply and distribution <br/> agreements</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,136 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(552)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">584 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(472)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">628 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 - 20 years</span></div></td></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(144)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 - 7 years</span></div></td></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Internet domain names</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(37)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 - 20 years</span></div></td></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade names</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,824 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(633)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,191 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,811 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(534)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,277 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 -20 years</span></div></td></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other intangible assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Up to 15 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total intangible assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,180 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,368)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,812 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,123 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,169)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,954 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr></table></div><div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets are amortized on a straight-line basis.  Amortization expense was $167 million, $175 million and $178 million for the years ended December 31, 2020, 2019 and 2018, respectively.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimate</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d annual amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in millions):</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:86.162%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.638%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">160 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">157 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,022 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,812 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), at March 31, 2020, the Company performed the recoverability test of its long-lived assets and concluded that there was no impairment. At September 30, 2020, for OpenTable and KAYAK, the Company performed the recoverability test of its long-lived assets due to additional impairment indicators and concluded that there was no impairment. At December 31, 2020, no additional impairment indicators were identified for the Company's long-lived assets.</span></div> <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in the balance of goodwill for the years ended December 31, 2020 and 2019 consist of the following (in millions): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:72.730%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.621%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of year </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,913 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,910 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisitions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,062)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency translation adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of year </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,895 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,913 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.</span></div> 2913000000 2910000000 0 7000000 1062000000 0 44000000 -4000000 1895000000 2913000000 2000000000.0 941000000 489000000 1500000000 573000000 1000000000.0 0.01 100000000 100000000 0.005 65000000 70000000 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's intangible assets at December 31, 2020 and 2019 consist of the following (in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.561%"><tr><td style="width:1.0%"/><td style="width:21.073%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.444%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.325%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.151%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.444%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.325%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.444%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.590%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Carrying<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Carrying<br/>Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Carrying<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amortization<br/>Period</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Supply and distribution <br/> agreements</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,136 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(552)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">584 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(472)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">628 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 - 20 years</span></div></td></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(144)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 - 7 years</span></div></td></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Internet domain names</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(37)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 - 20 years</span></div></td></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade names</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,824 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(633)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,191 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,811 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(534)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,277 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 -20 years</span></div></td></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other intangible assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Up to 15 years</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total intangible assets</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,180 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,368)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,812 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,123 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,169)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,954 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr></table></div> 1136000000 552000000 584000000 1100000000 472000000 628000000 P3Y P20Y 174000000 144000000 30000000 170000000 129000000 41000000 P2Y P7Y 44000000 37000000 7000000 40000000 32000000 8000000 P5Y P20Y 1824000000 633000000 1191000000 1811000000 534000000 1277000000 P4Y P20Y 2000000 2000000 0 2000000 2000000 0 P15Y 3180000000 1368000000 1812000000 3123000000 1169000000 1954000000 167000000 175000000 178000000 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimate</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d annual amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in millions):</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:86.162%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.638%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">160 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">157 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,022 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,812 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), at March 31, 2020, the Company performed the recoverability test of its long-lived assets and concluded that there was no impairment. At September 30, 2020, for OpenTable and KAYAK, the Company performed the recoverability test of its long-lived assets due to additional impairment indicators and concluded that there was no impairment. At December 31, 2020, no additional impairment indicators were identified for the Company's long-lived assets.</span></div> 163000000 160000000 158000000 157000000 152000000 1022000000 1812000000 DEBT<div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revolving Credit Facility</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2019, 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 London Inter-bank Offer Rate, or if such London Inter-bank Offer Rate is no longer available, the agreed alternate rate of interest ("LIBOR") (but no less than 0%) for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50%; or (ii) for U.S. Dollar-denominated loans only, the sum of (x) the greatest of (a) JPMorgan Chase Bank, N.A.'s prime lending rate, (b) the U.S. federal funds rate plus 0.50% and (c) LIBOR (but no less than 0%) for an interest period of one month plus 1.00%, plus (y) an applicable margin ranging from 0% to 0.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.07% to 0.20%.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The revolving credit facility provides for the issuance of up to $80 million of letters of credit as well as borrowings of up to $100 million on same-day notice, referred to as swingline loans. Other than swingline loans, which are available only in U.S. Dollars, borrowings and letters of credit under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility can be used for working capital and general corporate purposes, including acquisitions, share repurchases and debt repayments. At December 31, 2020 and 2019, there were</span><span style="background-color:#ffffff;color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">no</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> borrowings outstanding and $4 million and $5 million of letters of credit issued under this revolving credit facility, respectively.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon entering into this revolving credit facility, the Company terminated its prior $2.0 billion five-year revolving credit facility entered into in June 2015. During the six months ended June 30, 2019, the Company made short-term borrowings under the prior revolving credit facility totaling $400 million with a weighted-average interest rate of 3.5%, which were repaid prior to June 30, 2019.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The current revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow thereunder. In April 2020, the Company amended the revolving credit facility, pursuant to which the maximum leverage ratio covenant was suspended through and including the three months ending March 31, 2021, and was replaced with a $4.5 billion minimum liquidity covenant based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility. In October 2020, the Company further amended the revolving credit facility to extend the suspension of the maximum leverage ratio covenant and the related replacement with the minimum liquidity covenant through and including the three months ending March 31, 2022 and increase the permitted maximum leverage ratio from and including the three months ending June 30, 2022 through and including the three months ending March 31, 2023. The Company agreed not to declare or make any cash distribution and not to repurchase any of its shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, it has at least $6.0 billion of liquidity on </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility and (ii) after the delivery of financial statements for the three months ending June 30, 2022, it is in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or the Company has the ability to terminate this restriction earlier if it demonstrates compliance with the original maximum leverage ratio covenant in the revolving credit facility. Beginning with the three months ending June 30, 2022, the minimum liquidity covenant will cease to apply and the maximum leverage ratio covenant, as increased, will again be in effect. </span><span style="color:#008080;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:115%"> </span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Outstanding</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Debt</span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Outstanding debt at December 31, 2020 consists of the following (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:49.047%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Outstanding<br/>Principal<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Unamortized Debt<br/>Discount and Debt <br/>Issuance Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current Liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9% Convertible Senior Notes due September 2021</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">985 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term debt:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8% (€1 Billion) Senior Notes due March 2022</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,223 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,222 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.15% (€750 Million) Senior Notes due November 2022</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">919 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">915 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.75% Senior Notes due March 2023</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">499 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.375% (€1 Billion) Senior Notes due September 2024</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,223 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.65% Senior Notes due March 2025</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.1% Senior Notes due April 2025</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">995 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.75% Convertible Senior Notes due May 2025</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">863 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">735 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6% Senior Notes due June 2026</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">996 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.8% (€1 Billion) Senior Notes due March 2027</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,223 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,221 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.5% Senior Notes due April 2027</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">750 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">745 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.55% Senior Notes due March 2028</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.625% Senior Notes due April 2030</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,489 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total long-term debt</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,201 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(172)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,029 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Outstanding debt at December 31, 2019 consists of the following (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:49.047%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Outstanding<br/>Principal<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Unamortized Debt<br/>Discount and Debt <br/>Issuance Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current Liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.35% Convertible Senior Notes due June 2020</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">988 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term debt:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9% Convertible Senior Notes due September 2021</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(39)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">961 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8% (€1 Billion) Senior Notes due March 2022</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,123 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.15% (€750 Million) Senior Notes due November 2022</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">842 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.75% Senior Notes due March 2023</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.375% (€1 Billion) Senior Notes due September 2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,123 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,114 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.65% Senior Notes due March 2025</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6% Senior Notes due June 2026</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">995 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.8% (€1 Billion) Senior Notes due March 2027</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,123 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,118 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.55% Senior Notes due March 2028</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total long-term debt</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,711 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(71)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,640 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Based on the closing price of the Company's common stock for the prescribed measurement periods for the three months ended December 31, 2020 and 2019, as applicable, the contingent conversion thresholds on the 2021 Notes (as defined below) and the May 2025 Notes (as defined below) were not exceeded; and therefore, the notes were not convertible at the option of the holders.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value of Debt</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">At December 31, 2020 and 2019, the estimated fair value of the outstanding debt was approximately $14.0 billion and $9.8 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period.  The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2020 primarily relates to the Senior Notes and the Convertible Senior Notes issued in April 2020. The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2019 primarily relates to the conversion premium on the convertible senior notes.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Convertible Senior Notes</span></div><div style="text-indent:40.5pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount.  If the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimates the borrowing rate, considering the credit rating and similar debt of comparable corporate issuers without the conversion feature. </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Description of Convertible Senior Notes</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In April 2020, the Company issued $863 million aggregate principal amount of Convertible Senior Notes due May 1, 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to this offering. The May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $1,886.44 per share. The May 2025 Notes are convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, holders will have the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes is payable on May 1 and November 1 of each year. At December 31, 2020, the if-converted value of the May 2025 Notes exceeded the aggregate principal amount by $97 million. The proceeds from the issuance of the Convertible Senior Notes can be used for general corporate purposes, which may include repayment of debt, including the repayment, at maturity or upon conversion prior thereto, of the Company’s outstanding Convertible Senior Notes.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2014, the Company issued $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. Starting on June 15, 2021, holders will have the right to convert all or any portion of the 2021 </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. At December 31, 2020, the if-converted value of the 2021 Notes exceeded the aggregate principal amount by $17 million. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In May 2013, the Company issued $1.0 billion aggregate principal amount of Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "2020 Notes"). In June 2020, in connection with the maturity of the outstanding 2020 Notes, the Company paid $1.0 billion to satisfy the aggregate principal amount due and paid an additional $245 million in satisfaction of the conversion value in excess of the principal amount. </span></div><div style="text-indent:40.5pt"><span><br/></span></div><div style="text-indent:40.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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"). 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.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Cash-settled convertible debt, such as the Company's convertible senior notes, is separated into debt and equity components at issuance and each component is assigned a value.  The value assigned to the debt component is the estimated fair value, at the issuance date, of a similar bond without the conversion feature.  The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount. Debt discount is amortized using the effective interest rate method over the period from the origination date through the stated maturity date. The Company estimated the borrowing rates at debt origination to be 4.10% for the May 2025 Notes, 3.18% for the 2021 Notes and 3.13% for the 2020 Notes, considering its credit rating and similar debt of the Company or comparable corporate issuers without the conversion feature.  The yield to maturity was estimated at an at-market coupon priced at par.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Debt discount after tax of $100 million ($130 million before tax) related to the May 2025 Notes, $83 million ($143 million before tax) related to the 2021 Notes and $92 million ($154 million before tax) related to the 2020 Notes less financing costs allocated to the equity component of the respective convertible notes was recorded in "Additional paid-in capital" in the balance sheet at debt origination.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the interest expenses and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt.</span></div><div style="text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:50.437%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Coupon interest expense</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of debt discount and debt issuance costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total interest expenses</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average effective interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Long-term Debt </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In April 2020, the Company issued Senior Notes due April 13, 2025 with an interest rate of 4.10% for an aggregate principal amount of $1.0 billion, Senior Notes due April 13, 2027 with an interest rate of 4.50% for an aggregate principal amount of $750 million and Senior Notes due April 13, 2030 with an interest rate of 4.625% for an aggregate principal amount of $1.5 billion. The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to issuance of these senior notes. The proceeds from the issuance of the Senior Notes can be used for general corporate purposes, which may include repayment of debt, including the repayment, at maturity or upon conversion prior thereto, of the Company’s outstanding Convertible Senior Notes.</span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other long-term debt, including the Senior Notes issued in April 2020, had a total carrying value of $10.3 billion and $6.7 billion at December 31, 2020 and 2019, respectively. Debt discount and debt issuance costs are amortized using the effective interest rate method over the period from the origination date through the stated maturity date.  The following table summarizes the information related to other long-term debt outstanding at December 31, 2020:</span></div><div style="text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:34.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.666%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.958%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:31.214%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Other Long-term Debt</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Date of Issuance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Effective Interest Rate</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:700;line-height:100%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Timing of Interest Payments</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8% Senior Notes due March 2022</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 2017</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.94 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annually in March</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.15% Senior Notes due November 2022</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">November 2015</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annually in November</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.75% Senior Notes due March 2023</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 2017</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in March and September</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.375% Senior Notes due September 2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">September 2014</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annually in September</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.65% Senior Notes due March 2025</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 2015</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.76 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in March and September</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.1% Senior Notes due April 2025</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">April 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in April and October</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6% Senior Notes due June 2026</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 2016</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in June and December</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.8% Senior Notes due March 2027</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 2015</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.86 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annually in March</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.5% Senior Notes due April 2027</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">April 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in April and October</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.55% Senior Notes due March 2028</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 2017</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in March and September</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.625% Senior Notes due April 2030</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">April 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in April and October</span></div></td></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the interest expenses related to other long-term debt (in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:50.437%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Coupon interest expense</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">264</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">160</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of debt discount and debt issuance costs</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt 0 7pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt 0 7pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total interest expenses</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">273</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt 0 7pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt 0 7pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170</span></td></tr></table></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Historically, the aggregate principal value of the Euro-denominated Senior Notes maturing in March 2022, November 2022, September 2024 and March 2027 (collectively the "Euro-denominated debt") and accrued interest thereon had been designated as a hedge of the Company's net investment in a Euro functional currency subsidiary. Beginning in the second quarter of 2019, the Company has only designated certain portions of the aggregated principal value of the Euro-denominated debt as a hedge. For the years ended December 31, 2020 and 2019, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $1.8 billion to $3.2 billion and from $2.4 billion to $4.3 billion, respectively. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. </span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span>The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations. 2000000000.0 P5Y 0 0.00875 0.0150 0.0050 0 0.0100 0 0.0050 0.0007 0.0020 80000000 100000000 0 0 4000000 5000000 2000000000.0 P5Y 400000000 400000000 0.035 4500000000 6000000000.0 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Outstanding debt at December 31, 2020 consists of the following (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:49.047%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Outstanding<br/>Principal<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Unamortized Debt<br/>Discount and Debt <br/>Issuance Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current Liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9% Convertible Senior Notes due September 2021</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">985 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term debt:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8% (€1 Billion) Senior Notes due March 2022</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,223 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,222 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.15% (€750 Million) Senior Notes due November 2022</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">919 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">915 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.75% Senior Notes due March 2023</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">499 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.375% (€1 Billion) Senior Notes due September 2024</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,223 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.65% Senior Notes due March 2025</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.1% Senior Notes due April 2025</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">995 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.75% Convertible Senior Notes due May 2025</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">863 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">735 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6% Senior Notes due June 2026</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">996 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.8% (€1 Billion) Senior Notes due March 2027</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,223 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,221 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.5% Senior Notes due April 2027</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">750 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">745 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.55% Senior Notes due March 2028</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.625% Senior Notes due April 2030</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,489 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total long-term debt</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,201 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(172)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,029 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Outstanding debt at December 31, 2019 consists of the following (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.415%"><tr><td style="width:1.0%"/><td style="width:49.047%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.782%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Outstanding<br/>Principal<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Unamortized Debt<br/>Discount and Debt <br/>Issuance Cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying<br/>Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current Liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.35% Convertible Senior Notes due June 2020</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">988 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Long-term debt:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9% Convertible Senior Notes due September 2021</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(39)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">961 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8% (€1 Billion) Senior Notes due March 2022</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,123 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.15% (€750 Million) Senior Notes due November 2022</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">842 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.75% Senior Notes due March 2023</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.375% (€1 Billion) Senior Notes due September 2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,123 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,114 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.65% Senior Notes due March 2025</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6% Senior Notes due June 2026</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">995 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.8% (€1 Billion) Senior Notes due March 2027</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,123 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,118 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.55% Senior Notes due March 2028</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total long-term debt</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,711 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(71)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,640 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0.009 1000000000 15000000 985000000 0.008 1000000000 1223000000 1000000 1222000000 0.0215 750000000 919000000 4000000 915000000 0.0275 500000000 1000000 499000000 0.02375 1000000000 1223000000 7000000 1216000000 0.0365 500000000 2000000 498000000 0.041 1000000000 5000000 995000000 0.0075 863000000 128000000 735000000 0.036 1000000000 4000000 996000000 0.018 1000000000 1223000000 2000000 1221000000 0.045 750000000 5000000 745000000 0.0355 500000000 2000000 498000000 0.04625 1500000000 11000000 1489000000 11201000000 172000000 11029000000 0.0035 1000000000 12000000 988000000 0.009 1000000000 39000000 961000000 0.008 1000000000 1123000000 3000000 1120000000 0.0215 750000000 842000000 3000000 839000000 0.0275 500000000 2000000 498000000 0.02375 1000000000 1123000000 9000000 1114000000 0.0365 500000000 2000000 498000000 0.036 1000000000 5000000 995000000 0.018 1000000000 1123000000 5000000 1118000000 0.0355 500000000 3000000 497000000 7711000000 71000000 7640000000 14000000000.0 9800000000 863000000 0.0075 19000000 1886.44 20 30 1.30 0 235000000 97000000 1000000000.0 0.009 11000000 2055.50 20 30 1.50 0 375000000 17000000 1000000000.0 0.0035 1000000000.0 245000000 1000000000.0 0.010 714000000 773000000 0.0410 0.0318 0.0313 100000000 130000000 83000000 143000000 92000000 154000000 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the interest expenses and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt.</span></div><div style="text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:50.437%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Coupon interest expense</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of debt discount and debt issuance costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total interest expenses</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average effective interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the interest expenses related to other long-term debt (in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:50.437%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Coupon interest expense</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">264</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">160</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of debt discount and debt issuance costs</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt 0 7pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt 0 7pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 7pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total interest expenses</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">273</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt 0 7pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt 0 7pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 7pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170</span></td></tr></table></div> 15000000 12000000 14000000 54000000 50000000 52000000 69000000 62000000 66000000 0.035 0.032 0.032 0.0410 1000000000.0 0.0450 750000000 0.04625 1500000000 19000000 10300000000 6700000000 The following table summarizes the information related to other long-term debt outstanding at December 31, 2020:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:34.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.666%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.958%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:31.214%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Other Long-term Debt</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Date of Issuance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Effective Interest Rate</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:700;line-height:100%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Timing of Interest Payments</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8% Senior Notes due March 2022</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 2017</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.94 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annually in March</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.15% Senior Notes due November 2022</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">November 2015</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annually in November</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.75% Senior Notes due March 2023</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 2017</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in March and September</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.375% Senior Notes due September 2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">September 2014</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annually in September</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.65% Senior Notes due March 2025</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 2015</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.76 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in March and September</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.1% Senior Notes due April 2025</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">April 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in April and October</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6% Senior Notes due June 2026</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 2016</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in June and December</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.8% Senior Notes due March 2027</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 2015</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.86 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annually in March</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.5% Senior Notes due April 2027</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">April 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in April and October</span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.55% Senior Notes due March 2028</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 2017</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in March and September</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.625% Senior Notes due April 2030</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">April 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Semi-annually in April and October</span></div></td></tr></table>(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt. 0.008 0.0094 0.0215 0.0227 0.0275 0.0288 0.02375 0.0254 0.0365 0.0376 0.041 0.0422 0.036 0.0370 0.018 0.0186 0.045 0.0463 0.0355 0.0363 0.04625 0.0472 264000000 160000000 163000000 9000000 6000000 7000000 273000000 166000000 170000000 1800000000 3200000000 2400000000 4300000000 TREASURY STOCK<div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">At December 31, 2019, the Company had a total remaining authorization of $11.5 billion to repurchase its common stock under a program authorized by the Company's Board of Directors in 2019 to repurchase up to $15.0 billion of the Company's common stock. At December 31, 2020, the Company had a total remaining authorization of $10.4 billion to repurchase its common stock. The Company has no</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">t </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">repurchased any shares since March 2020 under this authorization and does not intend to initiate any repurchases under this authorization until it has better visibility into the shape and timing of a recovery from the COVID-19 pandemic. See Note 12 for a description of the impact of the October 2020 credit facility amendment on the Company's ability to repurchase shares. Additionally, the Board of Directors has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation. </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the Company's stock repurchase activities during the years ended December 31, 2020, 2019 and 2018 (in millions, except for shares, which are reflected in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.514%"><tr><td style="width:1.0%"/><td style="width:32.333%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.253%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Authorized stock repurchase programs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">601 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,358 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,002 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,020 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,850 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General authorization for shares withheld on stock award vesting</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">142 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">162 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">685 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,264 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,445 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,153 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,100 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,012 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares repurchased in December and settled in following January</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, 2020, 2019 and 2018, the Company remitted employee withholding taxes of $141 million, $151 million and $163 million, respectively, to the tax authorities, which is different from the aggregate cost of the shares withheld for taxes for each year due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Consolidated Statements of Cash Flows. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020, there were 22,446,897</span><span style="color:#ff0000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">shares of the Company's common stock held in treasury.</span></div> 11500000000 15000000000.0 10400000000 0 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the Company's stock repurchase activities during the years ended December 31, 2020, 2019 and 2018 (in millions, except for shares, which are reflected in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.514%"><tr><td style="width:1.0%"/><td style="width:32.333%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.244%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.549%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.253%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Authorized stock repurchase programs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">601 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,358 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,002 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,020 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,850 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General authorization for shares withheld on stock award vesting</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">142 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">162 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">685 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,264 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,445 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,153 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,100 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,012 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares repurchased in December and settled in following January</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 601000 1122000000 4358000 8002000000 3020000 5850000000 84000 142000000 87000 151000000 80000 162000000 685000 1264000000 4445000 8153000000 3100000 6012000000 0 0 19000 40000000 43000 74000000 141000000 151000000 163000000 22446897 CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below presents the changes in the balances of accumulated other comprehensive income (loss) ("AOCI") by component for the years ended December 31, 2018, 2019 and 2020 (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:20.989%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:6.817%"/><td style="width:0.1%"/></tr><tr style="height:33pt"><td colspan="3" rowspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Foreign currency translation adjustments, net of tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net unrealized gains (losses) on available-for-sale securities, net of tax</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:700;line-height:100%;position:relative;top:-3.15pt;vertical-align:baseline"> (1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" rowspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total AOCI, net of tax</span></td></tr><tr style="height:23pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign currency translation</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net investment </span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">hedges </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total, net of tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Before tax</span></td><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Tax (expense) benefit</span></td><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total, net of tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:23pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Before tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Tax benefit (expense)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:4.55pt;font-weight:400;line-height:100%;position:relative;top:-2.44pt;vertical-align:baseline">(3)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Before tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Tax benefit (expense)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance, December 31, 2017</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(290)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(15)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">343 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(90)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">253</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">238</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other Comprehensive Income (Loss) ("OCI") before <br/> reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(319)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">217 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(114)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(201)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(199)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(313)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">OCI for the period</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(319)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">217 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(114)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(201)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(199)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(313)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified to retained earnings </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(299)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(241)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(241)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance, December 31, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(109)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(73)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(129)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(157)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(30)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(187)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(316)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">OCI before reclassifications</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(77)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(37)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">124</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">114</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified to </span></div><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">  net income</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline"> (4)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">11</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">11</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">OCI for the period</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(77)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(10)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">135</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">125</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance, December 31, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(186)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(139)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(45)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(52)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(191)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">OCI before reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(182)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified to </span></div><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">  net income</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline"> (4)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">OCI for the period</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(182)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">50</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">23</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">73</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance, December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(184)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(89)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(32)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(118)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:9pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:3pt;font-weight:400;line-height:120%">         </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon the adoption of the accounting update on financial instruments on January 1, 2018, the Company reclassified net unrealized gains, net of tax, of $241 million ($299 million before tax) related to marketable equity securities from AOCI to retained earnings. Changes in fair value of marketable equity securities subsequent to January 1, 2018 are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets (see Note 2). </span></div><div style="margin-bottom:6pt;margin-top:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:3pt;font-weight:400;line-height:120%">         </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net investment hedges balance, net of tax, at December 31, 2020 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge against the impact of currency fluctuations on the net assets of a Euro functional currency subsidiary (see Notes 2 and 12). </span></div><div style="margin-bottom:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:3pt;font-weight:400;line-height:120%">         </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act. </span></div><div style="margin-bottom:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(4)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:3pt;font-weight:400;line-height:120%">         </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. For the year ended December 31, 2020, the reclassified tax expenses include a tax expense of $15 million related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes (see Note 5). For the year ended December 31, 2019, the reclassified tax expenses include a tax expense of $21 million related to the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes.</span></div> <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below presents the changes in the balances of accumulated other comprehensive income (loss) ("AOCI") by component for the years ended December 31, 2018, 2019 and 2020 (in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.953%"><tr><td style="width:1.0%"/><td style="width:20.989%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.810%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:6.817%"/><td style="width:0.1%"/></tr><tr style="height:33pt"><td colspan="3" rowspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Foreign currency translation adjustments, net of tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net unrealized gains (losses) on available-for-sale securities, net of tax</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:700;line-height:100%;position:relative;top:-3.15pt;vertical-align:baseline"> (1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" rowspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total AOCI, net of tax</span></td></tr><tr style="height:23pt"><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign currency translation</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net investment </span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">hedges </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total, net of tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Before tax</span></td><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Tax (expense) benefit</span></td><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" rowspan="2" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total, net of tax</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:23pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Before tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Tax benefit (expense)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:4.55pt;font-weight:400;line-height:100%;position:relative;top:-2.44pt;vertical-align:baseline">(3)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Before tax</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%">Tax benefit (expense)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance, December 31, 2017</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(290)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(15)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">343 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(90)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">253</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">238</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other Comprehensive Income (Loss) ("OCI") before <br/> reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(319)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">217 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(114)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(201)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(199)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(313)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">OCI for the period</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(319)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">217 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(114)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(201)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(199)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(313)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified to retained earnings </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(299)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(241)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(241)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance, December 31, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(109)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(73)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(129)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(157)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(30)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(187)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(316)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">OCI before reclassifications</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(77)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(37)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">124</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">114</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified to </span></div><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">  net income</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline"> (4)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">11</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">11</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">OCI for the period</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(77)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(10)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">135</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">125</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance, December 31, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(186)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(139)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(45)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(52)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(191)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">OCI before reclassifications</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(182)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amounts reclassified to </span></div><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">  net income</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline"> (4)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">OCI for the period</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(182)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">50</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">23</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">73</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance, December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(184)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(89)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(32)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(118)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:9pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:3pt;font-weight:400;line-height:120%">         </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon the adoption of the accounting update on financial instruments on January 1, 2018, the Company reclassified net unrealized gains, net of tax, of $241 million ($299 million before tax) related to marketable equity securities from AOCI to retained earnings. Changes in fair value of marketable equity securities subsequent to January 1, 2018 are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets (see Note 2). </span></div><div style="margin-bottom:6pt;margin-top:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:3pt;font-weight:400;line-height:120%">         </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net investment hedges balance, net of tax, at December 31, 2020 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge against the impact of currency fluctuations on the net assets of a Euro functional currency subsidiary (see Notes 2 and 12). </span></div><div style="margin-bottom:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:3pt;font-weight:400;line-height:120%">         </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act. </span></div><div style="margin-bottom:6pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(4)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:3pt;font-weight:400;line-height:120%">         </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. For the year ended December 31, 2020, the reclassified tax expenses include a tax expense of $15 million related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes (see Note 5). For the year ended December 31, 2019, the reclassified tax expenses include a tax expense of $21 million related to the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes.</span></div> 210000000 0 -290000000 -65000000 -15000000 343000000 90000000 253000000 238000000 -319000000 -41000000 217000000 53000000 -114000000 -201000000 -2000000 -199000000 -313000000 -319000000 -41000000 217000000 53000000 -114000000 -201000000 -2000000 -199000000 -313000000 0 0 0 0 0 -299000000 -58000000 -241000000 -241000000 -109000000 -41000000 -73000000 -12000000 -129000000 -157000000 30000000 -187000000 -316000000 -77000000 -13000000 71000000 17000000 -10000000 161000000 37000000 124000000 114000000 0 0 0 0 0 11000000 22000000 -11000000 -11000000 -77000000 -13000000 71000000 17000000 -10000000 150000000 15000000 135000000 125000000 -186000000 -54000000 -2000000 5000000 -139000000 -7000000 45000000 -52000000 -191000000 197000000 7000000 -182000000 -42000000 50000000 6000000 1000000 5000000 55000000 0 0 0 0 0 -4000000 14000000 -18000000 -18000000 197000000 7000000 -182000000 -42000000 50000000 10000000 -13000000 23000000 73000000 11000000 -47000000 -184000000 -37000000 -89000000 3000000 32000000 -29000000 -118000000 -241000000 -299000000 -35000000 -35000000 -35000000 -35000000 -53000000 -53000000 -53000000 -53000000 15000000 250000000 21000000 500000000 INCOME TAXES <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">International pre-tax income was $2.6 billion, $5.7 billion and $4.8 billion for the years ended December 31, 2020, 2019 and 2018, respectively. U.S. pre-tax loss was $2.0 billion for the year ended December 31, 2020, and U.S. pre-tax income was $213 million and $47 million for the years ended December 31, 2019 and 2018, respectively.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:5pt;margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Provision for Income Taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income tax expense (benefit) for the year ended December 31, 2020 is as follows (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">320 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(62)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">258 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">296 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">287 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(37)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">295 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income tax expense (benefit) for the year ended December 31, 2019 is as follows (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">915 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">903 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">971 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">122 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,093 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income tax expense (benefit) for the year ended December 31, 2018 is as follows (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">887 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">884 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(107)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(62)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">987 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(150)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">837 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Income tax liabilities of $174 million and $158 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets at December 31, 2020 and 2019, respectively. In the first quarter of 2020, the Company made a prepayment of the Netherlands income taxes of 660 million Euros ($717 million) to earn prepayment discounts. The Company requested a refund of this amount from the Dutch tax authorities and it was received in April 2020.</span></div><div style="margin-bottom:5pt;margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">U.S. Tax Reform </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2017, the Tax Act was enacted into law in the United States. The Tax Act made significant changes to U.S. federal tax law, including a reduction in the U.S. federal statutory tax rate from 35% to 21%, effective January 1, 2018. The Tax Act imposed a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2018, the Company recorded an income tax benefit of $46 million to adjust its provisional income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability, as well as U.S. state income taxes and international withholding taxes associated with the mandatory deemed repatriation. In addition, the Company recorded an income tax benefit of $2 million in 2018 to adjust the remeasurement of its U.S. deferred tax assets and liabilities due to the reduction of the U.S. federal statutory tax rate that resulted from the Tax Act. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2019, as a result of additional technical guidance issued by U.S. federal and state tax authorities with respect to the Tax Act, the Company recorded an income tax benefit of $17 million to adjust its income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability, as well as U.S. state income taxes associated with the mandatory deemed repatriation. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2020, the Company recorded an income tax benefit of $8 million to adjust its income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability. This benefit was primarily due to additional tax credits. The Company utilized $108 million of deferred tax assets related to U.S. federal NOLs and $115 million of other tax credit carryforwards to reduce its transition tax liability as of December 31, 2020.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the Tax Act, the Company's future cash generated by the Company's international operations can generally be repatriated without further U.S. federal income tax, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by the Company.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Tax Act also introduced in 2018 a tax on 50% of GILTI, which is income determined to be in excess of a specified routine rate of return, and a base erosion and anti-abuse tax ("BEAT") aimed at preventing the erosion of the U.S. tax base. The Company has adopted an accounting policy to treat taxes on GILTI as period costs. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="margin-bottom:5pt;margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Deferred Income Taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company utilized $309 million of its U.S. NOLs to reduce its U.S. federal tax liability for the deemed repatriation tax. After utilization of available NOLs, at December 31, 2020, the Company had U.S. federal NOLs of $179 million, the majority of which do not have an expiration date, and U.S. state NOLs of $457 million, which mainly begin to expire in years December 31, 2032 and forward. In addition, at December 31, 2020, the Company had $488 million of non-U.S. NOLs, and $14 million of U.S. research tax credit carryforwards available to reduce future tax liabilities and the majority of both do not have an expiration date. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The utilization of these NOLs, allowances and credits is dependent upon the Company's ability to generate sufficient future taxable income and the tax laws in the jurisdictions where the losses were generated. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes and other relevant factors.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions):</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.835%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets/(liabilities):</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforward — U.S.</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforward — International</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued expenses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation and other stock based payments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency translation adjustment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Euro-denominated debt</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subtotal - deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount on convertible notes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(119)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(133)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Euro-denominated debt</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax on accumulated unremitted international earnings</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrealized gains on investments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(550)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(191)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(35)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Installment sale liability</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(263)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(284)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subtotal - deferred tax liabilities</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,018)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(686)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:29.25pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance on deferred tax assets</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(45)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline"> (1)</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(672)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(476)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">  </span></div><div style="margin-bottom:6pt;margin-top:9pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)  Includes deferred tax assets of $455 million and $400 million at December 31, 2020 and 2019, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2019, the Company recorded a deferred tax asset of $335 million, which is included in "Other Assets, net" in the Consolidated Balance Sheet, and a deferred tax liability of $325 million, both related to an internal legal entity reorganization.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The valuation allowance on deferred tax assets of $58 million at December 31, 2020 includes $18 million related to international operations and $40 million primarily related to certain U.S. federal NOLs, research credits and Connecticut NOLs.  The valuation allowance on deferred tax assets of $45 million at December 31, 2019 includes $30 million related to international operations and $15 million primarily related to U.S. research credits, capital loss carryforwards and Connecticut NOLs. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not intend to indefinitely reinvest its international earnings that were subject to U.S. taxation pursuant to the mandatory deemed repatriation or subject to U.S. taxation as GILTI. </span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A significant portion of the Company's taxable earnings is generated in the Netherlands. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 7% ("Innovation Box Tax") rather than the Dutch statutory rate of 25%.  A portion of Booking.com's earnings during the years ended December 31, 2020, 2019 and 2018 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those years. </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21% for the years ended December 31, 2020, 2019 and 2018 as a result of the following items (in millions): </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense at U.S. federal statutory rate</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,251 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,015 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjustment due to:</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Innovation Box Tax benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(79)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(443)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(435)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill impairment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">228 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal GILTI</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax (benefit) expense</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Uncertain tax positions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax Act - Remeasurement of deferred tax balances</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax Act - U.S. transition tax benefit and other transition impacts</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(46)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,093 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">837 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Uncertain Tax Positions </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in millions): </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefit — January 1</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases — tax positions in current period</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases — tax positions in prior periods</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross decreases — tax positions in prior periods</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reduction due to lapse in statute of limitations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reduction due to settlements during the current period</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefit — December 31</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The increase in unrecognized tax benefits is principally related to Booking.com’s French tax disputes (see Note 16), the majority of which is included as a partial reduction to the French tax payment recorded in “Other Assets, net” in the Consolidated Balance Sheets for the years ended December 31, 2020 and 2019. The remaining unrecognized tax benefits are primarily included in "Other long-term liabilities" and "Deferred income taxes" in the Consolidated Balance Sheets for the years ended December 31, 2020 and 2019. The unrecognized tax benefits, if recognized, would affect the effective tax rate. The Company does not expect further significant changes in the amount of unrecognized tax benefits during the next twelve months. As of December 31, 2020 and 2019, total gross interest and penalties accrued was $31 million and $10 million, respectively.</span></div>The Company's major taxing jurisdictions include: the Netherlands, United States, Singapore and United Kingdom. The statutes of limitations that remain open related to these major tax jurisdictions are: the Company's Netherlands returns for 2014 and forward, U.S. federal returns for 2017 and forward, Singapore returns from 2017 and forward and U.K. returns for 2017 and forward. The Company’s 2017 and 2018 U.S. federal income tax returns are currently under audit by the Internal Revenue Service. See Note 16 for more information regarding tax contingencies. 2600000000 5700000000 4800000000 -2000000000.0 213000000 47000000 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income tax expense (benefit) for the year ended December 31, 2020 is as follows (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">320 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(62)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">258 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">296 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">287 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(37)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">295 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">213 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income tax expense (benefit) for the year ended December 31, 2019 is as follows (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">915 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">903 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">971 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">122 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,093 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The income tax expense (benefit) for the year ended December 31, 2018 is as follows (in millions):</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">887 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">884 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(107)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(62)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">987 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(150)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">837 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 320000000 -62000000 258000000 -9000000 296000000 287000000 -16000000 -21000000 -37000000 295000000 213000000 508000000 915000000 -12000000 903000000 22000000 166000000 188000000 34000000 -32000000 2000000 971000000 122000000 1093000000 887000000 -3000000 884000000 45000000 -107000000 -62000000 55000000 -40000000 15000000 987000000 -150000000 837000000 174000000 158000000 660000000 717000000 0.35 0.21 -46000000 -2000000 -17000000 -8000000 108000000 115000000 309000000 179000000 457000000 488000000 14000000 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions):</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:66.835%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.566%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.567%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets/(liabilities):</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforward — U.S.</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforward — International</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued expenses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation and other stock based payments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency translation adjustment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Euro-denominated debt</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subtotal - deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount on convertible notes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(119)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(133)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Euro-denominated debt</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax on accumulated unremitted international earnings</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrealized gains on investments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(550)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(191)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(35)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Installment sale liability</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(263)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(284)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subtotal - deferred tax liabilities</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,018)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(686)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:29.25pt;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance on deferred tax assets</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(45)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline"> (1)</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(672)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(476)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">  </span></div><div style="margin-bottom:6pt;margin-top:9pt;padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)  Includes deferred tax assets of $455 million and $400 million at December 31, 2020 and 2019, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets.</span></div> 67000000 37000000 81000000 15000000 47000000 35000000 40000000 49000000 29000000 36000000 9000000 14000000 77000000 0 43000000 38000000 11000000 31000000 404000000 255000000 29000000 10000000 119000000 133000000 0 14000000 5000000 8000000 550000000 191000000 38000000 35000000 263000000 284000000 14000000 11000000 1018000000 686000000 58000000 45000000 672000000 476000000 455000000 400000000 335000000 325000000 58000000 18000000 40000000 45000000 30000000 15000000 0.07 0.25 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21% for the years ended December 31, 2020, 2019 and 2018 as a result of the following items (in millions): </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense at U.S. federal statutory rate</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,251 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,015 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjustment due to:</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Innovation Box Tax benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(79)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(443)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(435)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill impairment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">228 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal GILTI</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax (benefit) expense</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Uncertain tax positions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax Act - Remeasurement of deferred tax balances</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax Act - U.S. transition tax benefit and other transition impacts</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(46)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,093 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">837 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 119000000 1251000000 1015000000 55000000 210000000 210000000 79000000 443000000 435000000 228000000 0 0 32000000 23000000 12000000 73000000 36000000 35000000 -31000000 9000000 1000000 36000000 1000000 -3000000 64000000 11000000 -4000000 0 0 -2000000 -8000000 -17000000 -46000000 19000000 12000000 54000000 508000000 1093000000 837000000 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in millions): </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefit — January 1</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases — tax positions in current period</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases — tax positions in prior periods</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross decreases — tax positions in prior periods</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reduction due to lapse in statute of limitations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reduction due to settlements during the current period</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefit — December 31</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 56000000 45000000 32000000 2000000 3000000 1000000 48000000 11000000 19000000 11000000 3000000 3000000 0 0 2000000 11000000 0 2000000 84000000 56000000 45000000 31000000 10000000 COMMITMENTS AND CONTINGENCIES <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Competition and Consumer Protection Reviews </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 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. These investigations can also result in fines and the Company recorded a liability of $23 million during the year ended December 31, 2020 for potential fines associated with its contractual parity arrangements. In addition, in September 2017, the Swiss Price Surveillance Office opened an investigation into the level of commissions of Booking.com in Switzerland and the investigation is ongoing. If there is an adverse outcome and Booking.com is unsuccessful in any appeal, Booking.com could be required to reduce its commissions in Switzerland. Some authorities are reviewing the online hotel booking sector more generally through market inquiries and the Company cannot predict the outcome of such inquiries or any resulting impact on its business, results of operations, cash flows or financial condition.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">NCAs or other governmental authorities are continuing to review the activities of online platforms, including through the use of consumer protection powers. For example, the United Kingdom's NCA (the Competition and Markets Authority, or CMA) conducted a consumer protection law investigation into the clarity, accuracy and presentation of information on hotel booking sites.  In connection with this investigation, in 2019 Booking.com, agoda and KAYAK, along with a number of other OTCs, voluntarily agreed to certain commitments with the CMA, which resolved the CMA's investigation without a finding by the CMA of an infringement or an admission of wrongdoing by the OTCs involved. Among other things, the commitments provided to the CMA included showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings on or before the search results page and making certain adjustments to how discounts and statements concerning popularity or availability are shown to consumers. 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. As a result of additional inquiries from other NCAs in the European Union, Booking.com has made similar commitments with the Consumer Protection Cooperation Network that became applicable in the European Union in June 2020. In the future, it is possible other jurisdictions could engage Booking.com in discussions to implement similar changes to its business in those countries. The Company is unable to predict what, if any, effect any future similar commitments will have on its business, industry practices or online commerce more generally. To the extent that any other investigations or inquiries result in additional commitments, fines, damages or other remedies, the Company's business, financial condition and results of operations could be harmed. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is involved in multiple litigations in Israel claiming that it has violated Israeli consumer protection and competition laws. For example, one such lawsuit alleges that the Company violated Israeli consumer protection laws by failing to properly display Israeli local taxes in the total prices shown to Israeli residents on its platform. Another lawsuit claims that the Company's parity contractual terms with partners violate Israeli competition laws because they are anti-competitive. A third lawsuit claims Israeli consumer protection laws prohibit the Company from facilitating non-refundable bookings to Israeli residents. Each of the plaintiffs in these matters is requesting certification of a class and the Company is defending against class certification. If the court were to grant class certification for any of these matters and if the plaintiffs were successful on the merits of the claims, the Company could be required to pay damages. However, it is not reasonably possible to estimate the amount of such damages because the likelihood of class certification and the success of the merits of these cases are both too speculative at this stage in the litigation and also because a reasonable assessment of the size of any potential class is not possible at this time.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Although Booking.com has not been sued, a German hotel association has threatened Booking.com with a class action lawsuit on behalf of a group of German hotels that alleges that the hotels overpaid commissions to Booking.com because of wide parity terms in the contracts between the hotels and Booking.com between 2006 and 2015. Booking.com is pursuing court proceedings in the Netherlands to declare that the Netherlands is the proper forum for this matter. If the hotel association follows through and files the lawsuit, the class were to be certified and there were to be an adverse outcome, the Company could be required to pay damages. Although the Company believes the claim to be without merit and intends to defend against the claim, if the hotel association were successful in any litigation and the Company were required to pay damages, the amount </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">could be significant. The Company cannot reasonably estimate an amount of potential loss because there are several unknown variables at this early stage, including that the plaintiff has not yet filed a lawsuit.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Tax Matters</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">French tax authorities conducted audits of Booking.com for the years 2003 through 2012 and years 2013 through 2015 and currently are conducting an audit for the years 2016 through 2018. In December 2015, the French tax authorities issued Booking.com assessments for unpaid income and value added taxes ("VAT") related to tax years 2006 through 2012 for approximately 356 million Euros ($403 million), the majority of which represents penalties and interest. The assessments assert that Booking.com had a permanent establishment in France. In December 2019, the French tax authorities issued an additional assessment of 70 million Euros ($86 million), including interest and penalties, for the 2013 year asserting that Booking.com had taxable income attributable to a permanent establishment in France. The French tax authorities also have issued assessments totaling 39 million Euros ($48 million), including interest and penalties, for certain tax years between 2011 and 2015 on Booking.com's French subsidiary asserting that the subsidiary did not receive sufficient compensation for the services it rendered to Booking.com in the Netherlands. As a result of a formal demand from the French tax authorities for payment of the amounts assessed against Booking.com for the years 2006 through 2012, in January 2019, the Company paid the assessments of approximately 356 million Euros ($403 million) in order to preserve its right to contest those assessments in court. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at December 31, 2020 and 2019, does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent the Company prevails. In December 2019 and October 2020, the Company initiated court proceedings with respect to certain of the assessments. Although the Company believes that Booking.com has been, and continues to be, in compliance with French tax law, and the Company is contesting the assessments, during the three months ended September 30, 2020, the Company contacted the French tax authorities regarding the potential to achieve resolution of the matter through a settlement. After assessing several potential outcomes and potential settlement amounts and terms, an unrecognized tax benefit in the amount of 50 million Euros ($61 million) has been recorded during the year ended December 31, 2020, of which the majority has been included as a partial reduction to the tax payment recorded in “Other Assets, net” in the Consolidated Balance Sheet at December 31, 2020. In December 2020, the French Administrative Court (Conseil d’Etat) delivered a decision in the "ValueClick" case that could have an impact on the outcome in the Company's case. After considering the potential impact of the new decision on the potential outcomes for the Booking.com assessments, the Company currently estimates that the reasonably possible loss related to VAT is approximately 20 million Euros ($24 million). Additional assessments could result when the French tax authorities complete the outstanding audits. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Italian authorities are reviewing Booking.com's activities for the years 2011 through 2019. They are reviewing whether Booking.com has a permanent establishment in Italy, Booking.com's transfer pricing policies in Italy, and for the years 2013 through 2019, whether Booking.com is subject to VAT. 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 and 2019, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary for approximately 48 million Euros ($58 million) for the 2013 tax year and 58 million Euros ($71 million) for the 2014 tax year, respectively, asserting that its transfer pricing policies were inadequate. The Company believes that Booking.com has been, and continues to be, in compliance with Italian tax law. The Company paid 10 million Euros ($11 million) in December 2019 as a partial prepayment of the 2013 assessment to avoid any collection enforcement from the Italian tax authorities pending the appeal phase of this case. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at December 31, 2020 and 2019, does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent the Company prevails. In September 2020, the Italian tax authorities approved the opening of a Mutual Agreement Procedure (“MAP”) between Italy and the Netherlands for the 2013 tax year and the Company expects to request that the 2014 tax year be added to the MAP. Based on the possibility of the 2013 and 2014 Italian assessments being settled through the MAP process, and, after considering potential resolution amounts, a net unrecognized tax benefit amount of 4 million Euros ($5 million) has been recorded during the year ended December 31, 2020, of which the majority has been included as a partial reduction to the tax payment recorded in "Other Assets, net" in the Consolidated Balance Sheet at December 31, 2020. 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 and/or imposing interest, fines and penalties.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 2018 for approximately 766 million Turkish Lira ($103 million), which includes interest and penalties through December 31, 2020. 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.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As a result of an internal review of tax policies and positions at one of the Company's smaller subsidiaries in 2018, the Company identified two issues related to the application of certain non-income-based tax laws to that subsidiary's business. At December 31, 2020 and 2019, the Company had accrued $59 million and $67 million, respectively, related to these travel transaction taxes, based on the Company's estimate of the probable travel transaction tax owed for the prior periods, including interest and penalties, as applicable. The related expenses are included in "General and administrative" expense in the Consolidated Statements of Operations. The Company currently estimates that the reasonably possible loss related to these matters in excess of the amount accrued is approximately $25 million. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, the Company may need to accrue additional amounts, which could adversely affect the Company’s business, results of operations, financial condition and cash flows.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the second quarter of 2019, the Company identified the nonpayment in prior periods of a wage-related tax under Netherlands' law on compensation paid to certain highly-compensated former employees in the year of their separation from employment with Booking.com.  The Company has informed the Dutch tax authorities of the nonpayment and, to correct this immaterial error, has paid an amount of $61 million based on the Company's estimate of the probable tax owed for prior tax years, including interest.  This expense is recorded in "Personnel" expenses in the Consolidated Statement of Operations for the year ended December 31, 2019. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.).</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Any taxes or other assessments in excess of the Company's current tax provisions, whether in connection with the foregoing or otherwise (including the resolution of any tax proceedings), could have a materially adverse impact on the Company's results of operations, cash flows and financial condition.</span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Matters</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Beginning in 2014, Booking.com received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) (“BPF”) claiming that Booking.com is required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme in which Booking.com is currently participating. BPF instituted legal proceedings against Booking.com and in 2016 the District Court of Amsterdam rejected all of BPF’s claims. BPF appealed the decision to the Court of Appeal, and, in May 2019, the Court of Appeal also rejected all of BPF’s claims, in each case by ruling that Booking.com does not meet the definition of a travel intermediary for purposes of the mandatory pension scheme. BPF has appealed to the Netherlands Supreme Court. In October 2020, the Dutch Advocate General issued an opinion to the Supreme Court stating that the Dutch Advocate General believes the decision of the Court of Appeal to be incorrect based on her interpretation of the pension scheme requirements. The Company has submitted to the Supreme Court a response to the Advocate General's opinion. While the Company continues to believe that Booking.com is in compliance with its pension obligations and that the Dutch Supreme Court should uphold the ruling of the Court of Appeal, based on the significant influence the Dutch Advocate General’s opinion typically has on the Supreme Court, the Company has reevaluated the probability of a loss and believes it is probable that it has incurred a loss related to this matter. The Company expects the Dutch Supreme Court to rule in the first quarter of 2021. In the event the Supreme Court overturns the decision of the Court of Appeal and remands the case to a lower court, the Company intends to pursue a number of defenses in any subsequent proceedings and may ultimately prevail in whole or in part. The Company is not able to reasonably estimate a loss or a range of loss because the litigation is ongoing and there are significant factual and legal questions yet to be determined. As a result, as of December 31, 2020, the Company has not recorded a liability in connection with a potential adverse outcome to this litigation. However, if Booking.com were to ultimately lose and all of BPF’s claims were to be accepted (including with retroactive effect to 1999), the Company estimates that as of December 31, 2020, the maximum loss, not including any potential interest or penalties, would be approximately $290 million. Such estimated potential loss increases as Booking.com continues not to contribute to the BPF and depends on Booking.com's applicable employee compensation after December 31, 2020.</span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time the Company notifies the Dutch data protection authority in accordance with its obligations under the E.U. General Data Protection Regulation of certain incidental and accidental personal data security incidents. Although the Company believes it has fulfilled its data protection regulatory obligations, should the Dutch data protection authority decide these incidents were the result of inadequate technical and organizational security measures, it could decide to impose a fine. While the Company believes that any fine imposed on it would be immaterial, the Company estimates that if a fine were imposed, it could range from a de minimis amount to 20 million Euros ($24 million) per incident, depending on the Dutch data protection authority’s evaluation of the facts and circumstances associated with the incident after investigation.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Building Construction </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In September 2016, the Company signed a turnkey agreement to construct an office building for Booking.com's future headquarters in the Netherlands for 270 million Euros ($331 million). Upon signing this agreement, the Company paid 43 million Euros ($48 million) for the acquired land-use rights, which was included in "Operating lease assets" in the Consolidated Balance Sheets. In addition, since signing the turnkey agreement the Company has made several progress payments principally related to the construction of the building, which are included in "Property and equipment, net" in the Consolidated Balance Sheets. As of December 31, 2020, the Company had a remaining obligation of 56 million Euros ($68 million) related to the turnkey agreement. The Company's contractual obligation was reduced by 9 million Euros ($11 million) during 2020. The remaining obligation will be paid through 2022, when the Company anticipates construction will be complete.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition to the turnkey agreement, the Company has a remaining obligation at December 31, 2020 to pay 70 million Euros ($86 million) over the remaining initial term of the acquired land lease, which expires in 2065. The Company has made and will continue to make additional capital expenditures to fit out and furnish the office space. At December 31, 2020, the Company had 29 million </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Euros</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> ($35 million) of outstanding commitments to vendors to fit out and furnish the office space.</span></div><div style="text-indent:36pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Lease obligations </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 10 for information about the Company's lease obligations.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Contractual Obligations and Commitments</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2018, the Company entered into an agreement to sign a future lease related to approximately 222,000 square feet of office space in the city of Manchester in the United Kingdom for the future 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 2021. 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 ($88 million), excluding lease incentives. The Company will also make capital expenditures to fit out and furnish the office space.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div>The Company had $134 million and $155 million of standby letters of credit or bank guarantees issued on behalf of the Company as of December 31, 2020 and 2019, respectively, in addition to those issued under the revolving credit facility, primarily related to payment guarantees to third-party payment processors. See Note 12 for information related to letters of credit issued under the revolving credit facility. 23000000 356000000 403000000 70000000 86000000 39000000 48000000 356000000 403000000 50000000 61000000 20000000 24000000 48000000 58000000 58000000 71000000 10000000 11000000 4000000 5000000 766000000 103000000 59000000 67000000 25000000 61000000 290000000 20000000 24000000 270000000 331000000 43000000 48000000 56000000 68000000 -9000000 -11000000 70000000 86000000 29000000 35000000 222000 P13Y 65000000 88000000 134000000 155000000 BENEFIT PLANS<div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company maintains a defined contribution 401(k) savings plan (the "Plan") covering certain U.S. employees. In connection with acquisitions, effective at the date of such acquisitions, the Company assumed defined contribution plans covering the U.S. employees of the acquired companies. The Company also maintains certain other defined contribution plans outside of the United States for which it provides contributions for participating employees.  The Company's matching contributions during the years ended December 31, 2020, 2019 and 2018 were $33 million, $26 million and $22 million, respectively.</span></div> 33000000 26000000 22000000 GEOGRAPHIC INFORMATION<div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company's international revenue information consists of the information of Booking.com, agoda and Rentalcars.com in their entirety and the information 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 on revenues is as follows (in millions): </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.859%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.388%"/><td style="width:0.1%"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">United</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">States</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">International</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total<br/>Company</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr style="height:30pt"><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended: </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">The</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Netherlands</span></div></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2020</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">783 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,264 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">749 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,796 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,537 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,686 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,066 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2018</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,536 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,348 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-top:5pt;text-align:center"><span><br/></span></div><div style="margin-top:5pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2020 and 2019</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(in millions): </span></div><div style="margin-bottom:6pt;margin-top:5pt;padding-left:9pt;padding-right:9pt;text-align:center;text-indent:-18pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:26.239%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.389%"/><td style="width:0.1%"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">United</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">States</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">International</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total<br/>Company</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr style="height:26pt"><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:0 1pt 0 7pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">The Netherlands</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">United Kingdom</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2020</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">186 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">499 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">278 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,048 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2019</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">484 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,164 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> The Company's geographic information on revenues is as follows (in millions): <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.859%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.388%"/><td style="width:0.1%"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">United</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">States</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">International</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total<br/>Company</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr style="height:30pt"><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended: </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">The</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Netherlands</span></div></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2020</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">783 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,264 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">749 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,796 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,537 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,686 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,066 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2018</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,536 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,348 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table> 783000000 5264000000 749000000 6796000000 1537000000 11686000000 1843000000 15066000000 1536000000 11348000000 1643000000 14527000000 <div style="margin-top:5pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2020 and 2019</span><span style="color:#ee2724;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(in millions): </span></div><div style="margin-bottom:6pt;margin-top:5pt;padding-left:9pt;padding-right:9pt;text-align:center;text-indent:-18pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:26.239%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.389%"/><td style="width:0.1%"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">United</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">States</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">International</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total<br/>Company</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr style="height:26pt"><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:0 1pt 0 7pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">The Netherlands</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">United Kingdom</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:1pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2020</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">186 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">499 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">278 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,048 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2019</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">484 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,164 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 186000000 499000000 85000000 278000000 1048000000 216000000 484000000 137000000 327000000 1164000000 ACQUISITIONS<div style="text-indent:38.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In April 2018, the Company paid $139 million, net of cash acquired, and issued shares of the Company's common stock in the amount of $110 million in connection with the acquisition of FareHarbor, a leading provider of business-to-business activities distribution services. In respect to the shares issued, as shown in the supplemental disclosure in the Consolidated Statement of Cash Flows, $59 million relates to purchase price consideration and $51 million relates to shares restricted for trading purposes until the required post-acquisition services are completed by certain employees. </span></div><div style="text-indent:38.25pt"><span><br/></span></div><div style="text-indent:38.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In November 2018, the Company paid $134 million, net of cash acquired, to complete the acquisition of HotelsCombined, a hotel meta-search company. </span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's Consolidated Financial Statements include the accounts of these businesses starting at their respective acquisition dates. Revenues and earnings of these businesses since their respective acquisition dates 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. </span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2019, the Company paid $37 million of contingent consideration for a business acquired in 2015. The contingent payment was dependent on the achievement of certain performance factors.</span></div> 139000000 110000000 59000000 51000000 134000000 37000000 RESTRUCTURING AND OTHER EXIT COSTS<div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic (see Note 2), during the year ended December 31, 2020, the Company took actions at all of its brands to reduce the size of its workforce across more than 60 countries to optimize efficiency and reduce costs. As part of these actions, the Company engaged in the process of consulting with its employees, works councils, employee representatives and other relevant organizations related to the reductions in force in certain countries (including the Netherlands and the United Kingdom), which have substantially concluded as of December 31, 2020. These consultations resulted in the Company executing either voluntary leaver schemes or involuntary reductions in force, or, in some countries, a combination of the two. The Company completed the vast majority of announcements to affected employees by December 2020. In January 2021, the Company approved and communicated the final portion of workforce reductions in the Netherlands.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2020, the Company recorded expenses of $149 million for the restructuring actions, which are included in “Restructuring and other exit costs” in the Consolidated Statement of Operations. These expenses are primarily cash-based and consist of employee severance and other termination benefits, and other costs. Noncash restructuring expenses recorded during the year ended December 31, 2020 were $7 million. At December 31, 2020, restructuring liabilities of $37 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet.</span></div>In addition to the restructuring expenses recorded during the year ended December 31, 2020 and included in “Restructuring and other exit costs” in the Consolidated Statement of Operations, the Company estimates that it will record additional restructuring expenses of approximately $40 million, related to employee severance and other termination benefits, leases and contract terminations, in early 2021. This estimate may change as the Company finalizes the execution of its cost reduction plans, including restructuring actions in the Netherlands and France. The Company’s evaluation of various alternative courses of action related to certain other leases and contract terminations and modifications is still in progress and the Company may incur additional costs resulting from such actions. 60 149000000 7000000 37000000 40000000 GOVERNMENT GRANTS AND OTHER ASSISTANCECertain governments have passed or are considering modifying legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. In addition, in certain countries, such as Singapore and China, the Company also participated in programs where the government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by the Company. During the year ended December 31, 2020, the Company recognized government grants and other assistance benefits of $127 million. The government grants and other assistance is recorded principally as a reduction of "Personnel" expense in the Consolidated Statement of Operations. At December 31, 2020, the Company has received $99 million and recorded a receivable of $28 million, which is included in “Other current assets” in the Consolidated Balance Sheet, for payments expected to be received for the programs where it has met the qualifying requirements and it is probable that payment will be received. This receivable is expected to be received in 2021. In addition, certain governments have extended support for the travel and tourism industry through special programs whereby discounts are extended to travelers through travel service providers or through travel agents for reservations facilitated by them. The Company has participated in Japan's Go To Travel program and Thailand's We Travel Together program. 127000000 99000000 28000000 OTHER INCOME (EXPENSE), NET<div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The components of other income (expense), net included the following (in millions): </span></div><div style="text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest and dividend income</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">187 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net gains (losses) on marketable equity securities </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">745 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(367)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of investment </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(100)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency transaction losses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(207)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other income (expense), net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,554 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">879 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(237)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>(1) See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment. <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The components of other income (expense), net included the following (in millions): </span></div><div style="text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.222%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.640%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest and dividend income</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">187 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net gains (losses) on marketable equity securities </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">745 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(367)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of investment </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(100)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency transaction losses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(207)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Other income (expense), net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,554 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">879 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(237)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>(1) See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment. 54000000 152000000 187000000 1811000000 745000000 -367000000 100000000 0 0 -207000000 -31000000 -53000000 -4000000 13000000 -4000000 1554000000 879000000 -237000000 The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. For the year ended December 31, 2020, the reclassified tax expenses include a tax expense of $15 million related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes (see Note 5). For the year ended December 31, 2019, the reclassified tax expenses include a tax expense of $21 million related to the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes.     Upon the adoption of the accounting update on financial instruments on January 1, 2018, the Company reclassified net unrealized gains, net of tax, of $241 million ($299 million before tax) related to marketable equity securities from AOCI to retained earnings. Changes in fair value of marketable equity securities subsequent to January 1, 2018 are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets (see Note 2). Net investment hedges balance, net of tax, at December 31, 2020 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge against the impact of currency fluctuations on the net assets of a Euro functional currency subsidiary (see Notes 2 and 12). The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act. At March 31, 2020, the investment in Didi Chuxing was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5). At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. At September 30, 2020, the goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million (see Note 11). Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt. Probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications. Includes deferred tax assets of $455 million and $400 million at December 31, 2020 and 2019, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets. See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment. The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively. XML 16 R1.htm IDEA: XBRL DOCUMENT v3.20.4
COVER PAGE - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2020
Feb. 17, 2021
Jun. 30, 2020
Document Information [Line Items]      
Document Type 10-K    
Document Fiscal Period Focus FY    
Document Annual Report true    
Document Period End Date Dec. 31, 2020    
Document Transition Report false    
Amendment Flag false    
Document Fiscal Year Focus 2020    
Current Fiscal Year End Date --12-31    
Entity File Number 1-36691    
Entity Registrant Name Booking Holdings Inc.    
Entity Central Index Key 0001075531    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 06-1528493    
Entity Address, Address Line One 800 Connecticut Avenue    
Entity Address, City or Town Norwalk    
Entity Address, State or Province CT    
Entity Address, Postal Zip Code 06854    
City Area Code 203    
Local Phone Number 299-8000    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
ICFR Auditor Attestation Flag true    
Entity Public Float     $ 65.0
Entity Common Stock, Shares Outstanding   40,961,796  
Documents Incorporated by Reference The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth in this Form 10-K, is incorporated herein by reference from Booking Holdings Inc.'s definitive proxy statement relating to its annual meeting of stockholders to be held on June 3, 2021, to be filed with the Securities and Exchange Commission within 120 days after the end of Booking Holdings Inc.'s fiscal year ended December 31, 2020.    
Common Stock par value $0.008 per share      
Document Information [Line Items]      
Title of 12(b) Security Common Stock par value $0.008 per share    
Trading Symbol BKNG    
Security Exchange Name NASDAQ    
0.800% Senior Notes Due 2022      
Document Information [Line Items]      
Title of 12(b) Security 0.800% Senior Notes Due 2022    
Trading Symbol BKNG 22A    
Security Exchange Name NASDAQ    
2.150% Senior Notes Due 2022      
Document Information [Line Items]      
Title of 12(b) Security 2.150% Senior Notes Due 2022    
Trading Symbol BKNG 22    
Security Exchange Name NASDAQ    
2.375% Senior Notes Due 2024      
Document Information [Line Items]      
Title of 12(b) Security 2.375% Senior Notes Due 2024    
Trading Symbol BKNG 24    
Security Exchange Name NASDAQ    
1.800% Senior Notes Due 2027      
Document Information [Line Items]      
Title of 12(b) Security 1.800% Senior Notes Due 2027    
Trading Symbol BKNG 27    
Security Exchange Name NASDAQ    
XML 17 R2.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 10,562 $ 6,312
Short-term investments (Available-for-sale debt securities: Amortized cost of $500 and $998, respectively) 501 998
Accounts receivable, net (Allowance for expected credit losses of $166 and $49, respectively) 529 1,680
Prepaid expenses, net (Allowance for expected credit losses of $22 and $6, respectively) 337 479
Other current assets 277 364
Total current assets 12,206 9,833
Property and equipment, net 756 738
Operating lease assets 529 620
Intangible assets, net 1,812 1,954
Goodwill [1] 1,895 2,913
Long-term investments (Includes available-for-sale debt securities: Amortized cost of $225 and $2,192, respectively) 3,759 4,477
Other assets, net (Allowance for expected credit losses of $33 at December 31, 2020) 917 867
Total assets 21,874 21,402
Current liabilities:    
Accounts payable 735 1,239
Accrued expenses and other current liabilities 1,382 1,578
Deferred merchant bookings 323 1,561
Convertible debt 985 988
Total current liabilities 3,425 5,366
Deferred income taxes 1,127 876
Operating lease liabilities 366 462
Long-term U.S. transition tax liability 923 1,021
Other long-term liabilities 111 104
Long-term debt 11,029 7,640
Total liabilities 16,981 15,469
Commitments and contingencies (see Note 16)
Stockholders' equity:    
Common stock, $0.008 par value, Authorized shares: 1,000,000,000 Issued shares: 63,406,451 and 63,179,471, respectively 0 0
Treasury stock, 22,446,897 and 21,762,070 shares, respectively (24,128) (22,864)
Additional paid-in capital 5,851 5,756
Retained earnings 23,288 23,232
Accumulated other comprehensive loss (118) (191)
Total stockholders' equity 4,893 5,933
Total liabilities and stockholders' equity $ 21,874 $ 21,402
[1] The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.
XML 18 R3.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Amortized cost of available-for-sale debt securities, current $ 500 $ 998
Accounts receivable, net, allowance for expected credit losses, current 166 49
Prepaid expenses, net, allowance for expected credit losses, current 22 6
Amortized cost of available-for-sale debt securities, noncurrent 225 2,192
Prepaid expenses, net, allowance for expected credit losses, noncurrent $ 33 $ 0
Common stock, par value (in dollars per share) $ 0.008 $ 0.008
Common stock, authorized shares (in shares) 1,000,000,000 1,000,000,000
Common stock, shares issued (in shares) 63,406,451 63,179,471
Treasury stock, shares (in shares) 22,446,897 21,762,070
XML 19 R4.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Total revenues $ 6,796 $ 15,066 $ 14,527
Operating expenses:      
Marketing expenses 2,179 4,967 4,956
Sales and other expenses 755 955 830
Personnel, including stock-based compensation of $233, $308 and $317, respectively 1,944 2,248 2,042
General and administrative 581 797 699
Information technology 299 285 233
Depreciation and amortization 458 469 426
Restructuring and other exit costs 149 0 0
Impairment of goodwill 1,062 0 0
Total operating expenses 7,427 9,721 9,186
Operating (loss) income (631) 5,345 5,341
Interest expense (356) (266) (269)
Other income (expense), net 1,554 879 (237)
Earnings before income taxes 567 5,958 4,835
Income tax expense 508 1,093 837
Net income $ 59 $ 4,865 $ 3,998
Net income applicable to common stockholders per basic common share $ 1.45 $ 112.93 $ 84.26
Weighted-average number of basic common shares outstanding (in 000's) 40,974 43,082 47,446
Net income applicable to common stockholders per diluted common share $ 1.44 $ 111.82 $ 83.26
Weighted-average number of diluted common shares outstanding (in 000's) 41,160 43,509 48,017
Agency revenues      
Total revenues $ 4,314 $ 10,117 $ 10,480
Merchant revenues      
Total revenues 2,117 3,830 2,987
Advertising and other revenues      
Total revenues $ 365 $ 1,119 $ 1,060
XML 20 R5.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Personnel Expenses      
Stock-based compensation $ 233 $ 308 $ 317
XML 21 R6.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Statement of Comprehensive Income [Abstract]      
Net income $ 59 $ 4,865 $ 3,998
Other comprehensive income (loss), net of tax      
Foreign currency translation adjustments, net of tax 50 (10) (114)
Net unrealized gains (losses) on available-for-sale securities, net of tax 23 135 (199)
Total other comprehensive income (loss), net of tax 73 125 (313)
Comprehensive income $ 132 $ 4,990 $ 3,685
XML 22 R7.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Millions
Total
Cumulative effect of adoption of accounting standards updates
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained Earnings
Retained Earnings
Cumulative effect of adoption of accounting standards updates
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Cumulative effect of adoption of accounting standards updates
Balance (in shares) at Dec. 31, 2017     62,689 (14,217)          
Balance, beginning of period at Dec. 31, 2017 $ 11,261 $ 189 $ 0 $ (8,699) $ 5,783 $ 13,939 $ 430 $ 238 $ (241)
Increase (Decrease) in Stockholders' Equity                  
Net income 3,998         3,998      
Foreign currency translation adjustments, net of tax (114)             (114)  
Net unrealized gains (losses) on available-for-sale securities, net of tax (199)             (199)  
Conversion of debt (770)       (770)        
Exercise of stock options and vesting of restricted stock units and performance share units (in shares)     208            
Exercise of stock options and vesting of restricted stock units and performance share units $ 2   $ 0   2        
Repurchase of common stock (in shares) (3,100)     (3,100)          
Repurchase of common stock $ (6,012)     $ (6,012)          
Stock-based compensation and other stock-based payments 320       320        
Common stock issued in an acquisition (in shares)     52            
Common stock issued in an acquisition 110   $ 0   110        
Balance (in shares) at Dec. 31, 2018     62,949 (17,317)          
Balance, end of period at Dec. 31, 2018 8,785   $ 0 $ (14,711) 5,445 18,367   (316)  
Increase (Decrease) in Stockholders' Equity                  
Net income 4,865         4,865      
Foreign currency translation adjustments, net of tax (10)             (10)  
Net unrealized gains (losses) on available-for-sale securities, net of tax 135             135  
Exercise of stock options and vesting of restricted stock units and performance share units (in shares)     230            
Exercise of stock options and vesting of restricted stock units and performance share units $ 3   $ 0   3        
Repurchase of common stock (in shares) (4,445)     (4,445)          
Repurchase of common stock $ (8,153)     $ (8,153)          
Stock-based compensation and other stock-based payments 308       308        
Balance (in shares) at Dec. 31, 2019     63,179 (21,762)          
Balance, end of period at Dec. 31, 2019 5,933 $ (3) $ 0 $ (22,864) 5,756 23,232 $ (3) (191)  
Increase (Decrease) in Stockholders' Equity                  
Net income 59         59      
Foreign currency translation adjustments, net of tax 50             50  
Net unrealized gains (losses) on available-for-sale securities, net of tax 23             23  
Issuance of convertible senior notes 96       96        
Conversion of debt (245)       (245)        
Exercise of stock options and vesting of restricted stock units and performance share units (in shares)     227            
Exercise of stock options and vesting of restricted stock units and performance share units $ 6   $ 0   6        
Repurchase of common stock (in shares) (685)     (685)          
Repurchase of common stock $ (1,264)     $ (1,264)          
Stock-based compensation and other stock-based payments 238       238        
Balance (in shares) at Dec. 31, 2020     63,406 (22,447)          
Balance, end of period at Dec. 31, 2020 $ 4,893   $ 0 $ (24,128) $ 5,851 $ 23,288   $ (118)  
XML 23 R8.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
OPERATING ACTIVITIES:      
Net income $ 59 $ 4,865 $ 3,998
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 458 469 426
Provision for expected credit losses and chargebacks 319 138 163
Deferred income tax expense (benefit) 213 122 (150)
Net (gains) losses on marketable equity securities [1] (1,811) (745) 367
Stock-based compensation expense and other stock-based payments 255 325 331
Amortization of debt discount and debt issuance costs 64 58 59
Operating lease amortization 184 172 0
Unrealized foreign currency transaction losses (gains) on Euro-denominated debt 200 (7) 0
Impairment of goodwill 1,062 0 0
Impairment of investment [1] 100 0 0
Other 2 9 19
Changes in assets and liabilities, net of effects of acquisitions:      
Accounts receivable 891 (323) (319)
Prepaid expenses and other current assets 161 (263) (201)
Deferred merchant bookings and other current liabilities (2,266) 480 635
Long-term assets and liabilities 194 (435) 10
Net cash provided by operating activities 85 4,865 5,338
INVESTING ACTIVITIES:      
Purchase of investments (74) (672) (2,686)
Proceeds from sale and maturity of investments 2,997 8,099 5,616
Additions to property and equipment (286) (368) (442)
Acquisitions and other investments, net of cash acquired 0 (9) (273)
Net cash provided by investing activities 2,637 7,050 2,215
FINANCING ACTIVITIES:      
Proceeds from revolving credit facility and short-term borrowings 0 400 25
Repayments of revolving credit facility and short-term borrowings 0 (425) 0
Proceeds from the issuance of long-term debt 4,108 0 0
Payments for conversion of debt (1,244) 0 (1,487)
Payments for repurchase of common stock (1,303) (8,187) (5,971)
Other financing activities (33) (8) 2
Net cash provided by (used in) financing activities 1,528 (8,220) (7,431)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents 0 (8) (40)
Net increase in cash and cash equivalents and restricted cash and cash equivalents 4,250 3,687 82
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period 6,332 2,645 2,563
Total cash and cash equivalents and restricted cash and cash equivalents, end of period 10,582 6,332 2,645
SUPPLEMENTAL CASH FLOW INFORMATION:      
Cash paid during the period for income taxes (see Note 15) 319 1,074 1,169
Cash paid during the period for interest 278 221 219
Non-cash operating and financing activity for an acquisition (see Note 19) 0 0 51
Non-cash investing and financing activity for an acquisition (see Note 19) $ 0 $ 0 $ 59
[1] See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment.
XML 24 R9.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS DESCRIPTION
 12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BUSINESS DESCRIPTION BUSINESS DESCRIPTION
 
Booking Holdings Inc. ("Booking Holdings" or the "Company") seeks to make it easier for everyone to experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant online reservation and related services. The Company offers its services through six primary consumer-facing brands: Booking.com, Priceline, agoda, Rentalcars.com, KAYAK and OpenTable. Through one or more of the Company's brands, consumers can: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties); make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a flight, cruise, vacation package, tour or activity. Consumers can also use the Company's meta-search services to easily compare travel reservation information, such as airline ticket, hotel reservation and rental car reservation information, from hundreds of online travel platforms at once. In addition, the Company offers various other services to consumers, travel service providers and restaurants, such as certain travel-related insurance products and restaurant management services.
XML 25 R10.htm IDEA: XBRL DOCUMENT v3.20.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation 
The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition.  All intercompany accounts and transactions have been eliminated in consolidation.   

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto.  Actual results may differ significantly from those estimates.  The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill, other long-lived tangible and intangible assets, the valuation of investments in private companies, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as allowance for doubtful accounts), customer chargeback provisions and the accrual of obligations for loyalty and other incentive programs.

Impact of COVID-19

In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, shelter-in-place orders, required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans. These government mandates have forced many of the customers on whom the Company’s business relies, including hotels and other accommodation providers, airlines and restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings, to file for bankruptcy protection or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns and economies, and the Company’s workforce, operations and customers.

The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. The Company’s financial results and prospects are almost entirely dependent on the sale of travel-related services. The Company’s results for the year ended December 31, 2020 have been materially and negatively impacted as compared to 2019 and 2018.

Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. With the spread of COVID-19 to all major regions and the discovery of new variants of the coronavirus, the Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic, during any resurgence of the pandemic and during the subsequent economic recovery, which could be an extended period of time.
Given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company's travel service provider and restaurant customers and marketing affiliates, the Company has increased its provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on receivables from and prepayments to its travel service provider and restaurant customers and marketing affiliates (see Note 7). Moreover, due to the high level of cancellations of existing reservations, the Company has incurred, and may continue to incur, higher than normal cash outlays to refund consumers for prepaid reservations, including certain situations where the Company has already transferred the prepayment to the travel service provider (see Note 3). Any material increase in the Company’s provision for expected credit losses and any material increase in cash outlays to refund consumers would have a corresponding adverse effect on the Company's results of operations and related cash flows.

As a result of the deterioration of the Company’s business due to the COVID-19 pandemic, the Company determined that a portion of its goodwill had experienced a decline in value at March 31, 2020 and recorded a significant impairment charge (see Note 11). In addition, the Company recorded a significant impairment charge at March 31, 2020 for one of the Company's long-term investments due to the impact of the COVID-19 pandemic on the business of the investee and the Company's estimate of the resulting decline in the value of the investment (see Notes 5 and 6). At September 30, 2020, the Company recorded an additional significant impairment charge to its goodwill (see Note 11). Even though no additional impairment indicators were identified as of December 31, 2020 for these assets, it is possible that the Company may have to record additional significant impairment charges in future periods.

See Note 12 for additional information about the Company’s existing debt arrangements, including $4.1 billion of debt issued in April 2020. The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, the Company’s ability to meet debt covenant requirements, the Company’s operating performance and the Company's credit ratings. If the Company’s credit ratings were to be downgraded, or financing sources were to ascribe higher risk to the Company's rating levels, the Company or its industry, the Company’s access to capital and the cost of any financing would be negatively impacted. There is no guarantee that additional debt financing will be available in the future to fund the Company’s obligations, or that it will be available on commercially reasonable terms, in which case the Company may need to seek other sources of funding.

The extent of the effects of the COVID-19 pandemic on the Company’s business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments. These include, but are not limited to, the severity, extent and duration of the COVID-19 pandemic, including as a result of any new variants of COVID-19 and any resurgences of the pandemic, and its impact on the travel and restaurant industries and consumer spending more broadly. Even if economic and operating conditions for the Company’s business improve, the Company cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to the Company’s operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.

In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic, the Company has taken actions to reduce the size of its workforce to optimize efficiency and reduce costs. See Note 20 for additional information.

Certain governments have passed or are considering legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. See Note 21 for additional information.

Change in Presentation and Reclassification
Certain amounts from prior periods have been reclassified to conform to the current year presentation, including the change in the presentation of marketing expenses disclosed later in this Note.

Fair Value of Financial Instruments
The Company's financial instruments, including cash, restricted cash, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments.  Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Notes 5, 6 and 12 for information related to fair value for investments, derivatives and the Company's outstanding senior notes.
 
Cash and Cash Equivalents
Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date.
 
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents are restricted through legal contracts or regulations. Restricted cash and cash equivalents at December 31, 2020, 2019 and 2018 principally relates to the minimum cash requirement for the Company's travel-related insurance business. The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in millions):  
December 31,
202020192018
As included in the Consolidated Balance Sheets:
Cash and cash equivalents$10,562 $6,312 $2,624 
Restricted cash and cash equivalents included in "Other current assets"20 20 21 
Total cash and cash equivalents and restricted cash and cash equivalents as
shown in the Consolidated Statements of Cash Flows		$10,582 $6,332 $2,645 

Investments
Investments held by the Company include debt securities and equity securities. Investments in debt or equity securities that include embedded features, such as conversion or redemption features, are analyzed by the Company to determine if these features are embedded derivatives that require separate accounting treatment. Payments made for investments are reported in "Purchase of investments" and proceeds received from sales or maturities of investments are reported in "Proceeds from sale and maturity of investments" in the Consolidated Statements of Cash Flows.

Debt Securities
The Company has classified its investments in debt securities as available-for-sale securities.  Preferred stock that is either mandatorily redeemable or redeemable at the option of the investor is considered a debt security for accounting purposes. These securities are reported at estimated fair value with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

For periods prior to January 1, 2020, investments in debt securities were considered to be impaired when a decline in fair value was judged to be other than temporary because the Company either intended to sell or it was more-likely-than not that it would be required to sell the impaired security before recovery. Once a decline in fair value was determined to be other than temporary, an impairment charge was recorded and a new cost basis in the investment was established.  If the Company did not intend to sell the debt security, but it was probable that the Company would not collect all amounts due, then only the impairment due to the credit risk would be recognized in net income and the remaining amount of the impairment would be recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

On January 1, 2020, the Company adopted the accounting standards update on the measurement of credit losses on financial instruments. Under the current accounting standard, if the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the Consolidated Statements of Operations. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for expected credit losses along with the related expense in the Consolidated Statements of Operations. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds the Company’s best estimate of the present value of cash flows expected to be collected.

The fair value of these investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Unobservable inputs are also used when little or no market data is available. See Note 6 for information related to fair value measurements.
The Company's investments in marketable debt securities are recognized based on the trade date. The marketable debt securities generally have a term of less than five years and are assessed for classification in the Consolidated Balance Sheets as short-term or long-term at the individual security level. Classification as short-term or long-term is based on the maturities of the securities, as applicable, and the Company's expectations regarding the timing of sales and redemptions. Investments of a strategic nature that have been made for the purpose of affiliation or potential business advantage or in connection with a commercial relationship are included in "Long-term investments" in the Consolidated Balance Sheets, except in situations where the Company expects the investment to be realized in cash, redeemed or sold within one year. The cost of marketable debt securities sold is determined using a first-in and first-out method.

Equity Securities
Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include marketable equity securities and equity investments without readily determinable fair values. Marketable equity securities are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations.

The Company holds investments in equity securities of private companies, over which the Company does not have the ability to exercise significant influence or control. The Company elected to measure these investments 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.

See Notes 5 and 6 for further information related to investments.

Accounts Receivable from Customers and Allowance for Expected Credit Losses
For periods prior to January 1, 2020, receivables from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect the Company's ability to collect from customers.

On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets. The Company has identified the relevant risk characteristics, of its customers and the related receivables and prepayments, which include the following: size, type (alternative accommodations vs. hotels) or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, the nature of competition, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic factors are considered. This is assessed at each quarter based on the Company’s specific facts and circumstances. See Note 7 for additional information.

Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation.  Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the term of the lease related to leasehold improvements, whichever is shorter.

Building Construction-in-progress
Building construction-in-progress is associated with the construction of Booking.com's future headquarters in the Netherlands and is included in "Property and equipment, net" in the Consolidated Balance Sheets. Depreciation of the building and its related components will commence once it is ready for the Company’s use.

Website and Internal-use Software Capitalization
Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software.  These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in
additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Cloud Computing Arrangements
The Company utilizes various third-party computer systems and third-party service providers, including global distribution systems ("GDSs") 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 and accounting systems. For periods beginning after December 31, 2018, implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported as "Information technology" in the Company's Consolidated Statements of Operations.

Leases
On January 1, 2019, the Company adopted Accounting Standards Codification ("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").

Under the current lease standard, the Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space, data centers and land for Booking.com's future headquarters. For office space, data centers and land, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments.
The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement.
The Company recognizes lease expense on a straight-line basis over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically for inflation. Any change in payments due to changes in inflation rates are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges).
Most leases have one or more options to renew, with renewal terms that can extend the initial lease term for various periods up to 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 future headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date. The Company considered the initial term of the land lease to be its expected period of use.
"Operating lease assets" in the Consolidated Balance Sheets includes the land-use rights related to payment in 2016 for the land lease for Booking.com's future headquarters as described above. The land-use rights are amortized on a straight-line basis over its expected period of use. This expense is recorded as lease expense in "General and administrative" expense in the Consolidated Statements of Operations. See Notes 10 and 16 for further information.

Goodwill
The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.  Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.  The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition.
 
Goodwill is not subject to amortization and is tested annually for impairment and when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The Company tests goodwill at a reporting unit level.  The fair value of the reporting unit is compared to its carrying value,
including goodwill.  Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies) and based on market participant assumptions.  For periods prior to January 1, 2020, an impairment was recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. The Company adopted the accounting standards update on goodwill impairment in the first quarter of 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. See Note 11 for further information.

Impairment of Long-lived Assets
The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group.  The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.

Foreign Currency Translation
The functional currency of the Company's subsidiaries is generally the respective local currency.  For 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 Company's Consolidated Balance Sheets.  Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.

Derivative Financial Instruments
As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flows and financial position.  These market risks include, but are not limited to, fluctuations in foreign currency exchange rates.  For the Company's international operations, the primary foreign currency exposures are in Euros and British Pounds Sterling, in which the Company conducts a significant portion of its business activities.  As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation.  Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income.
 
The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international operations into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply.  These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company reports the fair value of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. See Note 6 for further information related to these derivative instruments.
 
The Company, from time to time in the past, has utilized derivative instruments to hedge the impact of changes in foreign currency exchange rates on the net assets of its foreign subsidiaries. These derivative instruments were designated as net investment hedges.  Hedge ineffectiveness was assessed and measured based on changes in forward exchange rates.  The Company recorded gains and losses on these derivative instruments as foreign currency translation adjustments, which offset a portion of the foreign currency translation adjustments related to the foreign subsidiaries' net assets.  Gains and losses on these derivative instruments were recognized in the Consolidated Balance Sheets in "Accumulated other comprehensive loss" and will be realized upon a partial sale or liquidation of the investment.  
 
The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations.  The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties. 
Non-derivative Instrument Designated as Net Investment Hedge
The foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statement of Operations. See Notes 12 and 14 for further information related to the net investment hedge.

Revenue Recognition

On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using a modified retrospective method applied to all contracts as of January 1, 2018. The Company recorded a net increase to its retained earnings of $189 million, net of tax, as of January 1, 2018, due to the cumulative impact of adopting the current revenue recognition standard, with substantially all of the impact related to the Company’s online travel reservation services. Under the current revenue recognition standard, the Company recognizes revenue for travel reservation services when the travel begins rather than when the travel is completed.

Online travel reservation services
Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company’s platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to the Company. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of sales incentives, "no show" cancellations (where the traveler has not cancelled the reservation but does not arrive on the scheduled reservation date) and "late" cancellations (where the travel service provider accepts a cancellation after its cancellation cut-off date). Estimates for cancellations and sales incentives are based on historical experience and current trends. Coupons are recorded as a reduction of the transaction price, generally at the time they are redeemed. The local occupancy taxes, general excise taxes, value-added taxes, sales taxes and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations.  
Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These services are classified into two categories:

•Agency revenues are derived from travel-related transactions where the Company does not facilitate payments from travelers for the services provided. The Company invoices the travel service providers for its commissions in the month that travel is completed. Agency revenues consist almost entirely of travel reservation commissions. Substantially all of the Company's agency revenue is from Booking.com agency accommodation reservations.

•Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with the Company's merchant reservations services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.
Advertising and Other Revenues
Advertising and other revenues are primarily recognized by KAYAK and OpenTable. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for reservation fees when diners are seated through its online restaurant reservation service and revenues for subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided.

Accrued Liabilities for Loyalty and Other Incentive Programs

See Note 3 for information related to accrued liabilities for loyalty and other incentive programs.

Deferred Revenue

See Note 3 for information related to deferred revenue.

Advertising Expenses
Marketing Expenses

The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations.

Marketing expenses consist of performance marketing expenses and brand marketing expenses. Performance marketing expenses are expenses generally measured by return on investment or an increase in bookings over a specified time period. These expenses consist primarily of the costs of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) other performance-based marketing and incentives. Performance marketing expenses are recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued performance marketing liabilities of $156 million and $333 million at December 31, 2020 and 2019, respectively. Brand marketing expenses are expenses incurred to build brand awareness over a specified time period. These expenses consist primarily of television advertising and online video and display advertising (including the airing of the Company's television advertising online), as well as other marketing expenses such as public relations and sponsorships. Brand marketing expenses are generally recognized as incurred with the exception of advertising production costs, which are deferred and expensed the first time the advertisement is displayed or broadcast.

In the year ended December 31, 2019 and prior periods, the Company's marketing expenses were presented in the Consolidated Statements of Operations as "Performance marketing" and "Brand marketing" expenses. In 2020, the Company changed the presentation of marketing expenses by combining "Performance marketing" and "Brand marketing" into "Marketing expenses" in the Consolidated Statement of Operations because of the increased convergence of performance marketing and brand marketing channels in areas including digital marketing and the Company's view of overall marketing expenditure as its investment in customer acquisition and retention. The change in presentation had no impact on
operating income or net income.

Sales and Other Expenses
Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) provisions for expected credit losses, primarily related to accommodation commission receivables and prepayments to certain customers; (3) fees paid to third parties that provide call center, website content translations and other services; (4) customer relations costs; (5) customer chargeback provisions and fraud prevention expenses associated with merchant transactions; and (6) insurance claim costs for the Company's travel-related insurance business.

Personnel
Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health and other benefits.  Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $333 million and $344 million at December 31, 2020 and 2019, respectively.
 
Stock-Based Compensation
Stock-based compensation expense related to performance share units, restricted stock units and stock options is recognized based on fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur.  The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock.  For performance share units with market conditions, the effect of the market condition is also considered in the determination of fair value on the grant date using Monte Carlo simulations. The fair value of employee stock options is determined using the Black-Scholes model.

The Company records stock-based compensation expense for performance-based awards using its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets).  The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable.
 
The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item when an option exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the Consolidated Statements of Cash Flows. 

See Note 4 for further information related to stock-based awards.

Government Grants and Other Assistance
The Company recognizes government grants in the financial statements when it is probable that the grant will be received and the Company will comply with the conditions of the grant. Government grants are recorded as a reduction in the related operating expense or the cost of the asset that they are intended to defray. The government grants received by the Company have principally been granted to defray personnel costs.

Information Technology 
Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and cloud computing costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company's services.

Restructuring and Other Exit Costs
The Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Nonretirement Postemployment Benefits, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with voluntary leaver schemes are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated.

Income Taxes 
The Company accounts for income taxes under the asset and liability method.  The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards.  Deferred taxes are classified as noncurrent in the balance sheet.
 
The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized.  The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies.  A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.  The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible.  In
determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required.

Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change.
 
The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon audit by the tax authorities.  Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement.  First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits.  Second, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.  Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. 

The Company adopted an accounting policy to treat taxes on global intangible low-taxed income ("GILTI") introduced by the U.S. Tax Cuts and Jobs Act (the "Tax Act") as period costs. See Note 15 for further details related to income taxes.

Contingencies
Loss contingencies (other than income tax-related contingencies) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments or other entities. Based on the Company's assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.

Segment Reporting
The Company historically determined that its primary brands constituted its operating segments. In 2019, reflecting changes to the management structure, the Company reorganized its operating segments from six to four operating segments by combining Booking.com with Rentalcars.com and KAYAK with OpenTable. The Company's Booking.com and Rentalcars.com operating segment represents a substantial majority of the Company's total revenues and operating income. The Company's operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting. For geographic information, see Note 18.
 
Recent Accounting Pronouncements Adopted
    
Simplifying the Test for Goodwill Impairment

The Financial Accounting Standards Board ("FASB") issued an accounting update to simplify the test for goodwill impairment. The revised guidance eliminates the previously required step two of the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the revised guidance, a goodwill impairment loss will be measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted this update in the first quarter of 2020 and applied it on a prospective basis (see Note 11 for additional information on the goodwill impairment tests performed in 2020).

Measurement of Credit Losses on Financial Instruments

The FASB issued an accounting update on the measurement of credit losses for certain financial assets measured at amortized cost 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 expected credit losses, (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell or the entity 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. The Company
adopted this update in the first quarter of 2020 and applied this update on a modified retrospective basis. Upon adoption of the new standard on January 1, 2020, the Company recorded a net decrease to its retained earnings of $3 million, net of tax. See Note 7 for additional information related to allowance for expected credit losses on accounts receivable and other financial assets and Note 5 for additional information related to investments in available-for-sale debt securities.

SEC Amendments to Regulation S-K

On November 19, 2020, the U.S. Securities and Exchange Commission issued final rules to amend Regulation S-K. These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021 and early adoption is permitted. The Company elected to adopt the amendments to Item 302 of Regulation S-K in their entirety, which eliminates the requirement to disclose, in these Consolidated Financial Statements, selected financial information for each quarter during the two most recent fiscal years, except in situations with certain retrospective changes.

Other Recent Accounting Pronouncements

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the FASB issued a new accounting update relating to convertible instruments and contracts in an entity’s own equity. For convertible instruments, the accounting update reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. The accounting update amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The accounting update also simplifies the diluted earnings per share calculation in certain areas.

For public business entities, the update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Entities are allowed to apply this update on either a full or modified retrospective basis. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this update.

Simplifying the Accounting for Income Taxes

The FASB issued a new accounting update relating to income taxes.  This update provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.  This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. 
The Company adopted this update on January 1, 2021 and applied the amendment related to franchise taxes that are partially based on income on a modified retrospective basis and all other amendments on a prospective basis. The adoption did not have a material impact on the Company's Consolidated Financial Statements.
XML 26 R11.htm IDEA: XBRL DOCUMENT v3.20.4
REVENUE
 12 Months Ended
Dec. 31, 2020
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
Disaggregation of Revenue

Revenue by Type of Service

Approximately 88%, 87% and 87% of the Company's revenues for each of the years ended December 31, 2020, 2019 and 2018, respectively, relates to online accommodation reservation services. Revenue from all other sources of online travel reservation services and advertising and other revenues each individually represent less than 10% of the Company's total revenues for each year.
Revenue by Geographic Area

See Note 18 for the information related to revenue by geographic area.

Deferred Revenue

Cash payments received from travelers in advance of the Company completing its performance obligations are included in "Deferred merchant bookings" in the Company's Consolidated Balance Sheets and are comprised principally of amounts estimated to be payable to the travel service providers as well as the Company's estimated deferred revenue for its commission or margin and fees. The Company expects to complete its performance obligations within one year from the reservation date. The amounts are subject to refunds for cancellations.

The following table summarizes the activity of deferred revenue for online travel reservation services for the years ended December 31, 2020 and 2019 (in millions):
 Year Ended December 31,
20202019
Balance, beginning of year$220 $149 
Revenues recognized from the beginning balance (154)(134)
Cancellations(66)(15)
Payments received from travelers net of amounts estimated to be payable to travel
service providers and other changes		50 220 
Balance, end of year$50 $220 

Loyalty and Other Incentive Programs

The Company provides loyalty programs where participating consumers are awarded loyalty points on current transactions that can be redeemed in the future. At December 31, 2020 and 2019, liabilities for loyalty program incentives of $21 million and $80 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. The Company’s largest loyalty program is at OpenTable, where points can be redeemed for rewards such as 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 loyalty points that are expected to be redeemed is recognized as a reduction of revenue at the time the incentives are granted. In March 2018, OpenTable introduced a three-year time-based expiration for points earned by diners, which reduced its loyalty program liability by $27 million, with a corresponding increase to revenue. Unredeemed loyalty points existing as of the date of introduction of the expiration provision will expire during the three months ending March 31, 2021. Unredeemed loyalty points earned after the date of introduction of the expiration provision expire three years after they were earned. In 2020, the Company recorded a decrease of $28 million to the liability, primarily due to changes in estimates of the number of loyalty points expected to be redeemed prior to expiration, with a corresponding increase to revenue.

In addition to the loyalty programs, at December 31, 2020 and 2019, liabilities of $60 million and $22 million, respectively, for other incentive programs, such as referral bonuses, rebates, credits and discounts, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets.  During 2020, the Company offered additional rebates to customers meeting certain eligibility requirements under an incentive program at Booking.com. The eligibility requirements include the customer's enrollment in Booking.com's Genius Program (program features include special discounts offered by customers to frequent travelers) and Preferred Partner Program (program features include greater visibility for customers in search results for payment of higher commission) and timely payment of invoices. The additional rebates resulted in a reduction of revenue of $100 million during the year ended December 31, 2020 and a liability of $25 million at December 31, 2020.

Refunds to Travelers

Due to the high level of cancellations of existing reservations as a result of the COVID-19 pandemic (see Note 2), the Company has incurred, and may continue to incur, higher than normal cash outlays to refund travelers for prepaid reservations, including certain situations where the Company has already transferred the prepayment to the travel service provider. For the year ended December 31, 2020, the Company recorded a reduction in revenue of $44 million for refunds paid or estimated to be
payable to travelers where the Company agreed to provide free cancellation for certain non-refundable reservations without a corresponding estimated expected recovery from the travel service providers.
XML 27 R12.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
The Company's 1999 Omnibus Plan, as amended and restated effective June 7, 2018, (the "1999 Plan") is the primary stock compensation plan from which broad-based employee, non-employee director and consultant equity awards may be made.  At December 31, 2020, there were 1,614,570 shares of common stock available for future grant under the 1999 Plan. In addition, under plans assumed in connection with various acquisitions, there were 52,192 shares of common stock available for future grant at December 31, 2020.
 
Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units and stock options. Performance share units and restricted stock units are payable in shares of the Company's common stock upon vesting. The Company issues shares of its common stock upon the exercise of stock options.
 
Stock-based compensation expense included in "Personnel" expenses in the Consolidated Statements of Operations was $233 million, $308 million and $317 million for the years ended December 31, 2020, 2019 and 2018, respectively.  The related tax benefit for stock-based compensation was $30 million, $38 million and $36 million for the years ended December 31, 2020, 2019 and 2018, respectively.  Stock-based compensation for the years ended December 31, 2020, 2019 and 2018 includes benefits of $71 million and $4 million, and a charge of $48 million, respectively, representing the impact of adjusting the estimated probable outcome at the end of the performance period for outstanding unvested performance share units.

Due to the impact of the COVID-19 pandemic (see Note 2), there was a significant decline in the estimated performance over the performance periods against the performance targets and consequently, a significant reduction in the number of shares that were probable to be issued as compared to December 31, 2019. As a result, the Company recognized a reduction in stock-based compensation expense of $73 million, which is included in "Personnel" expense in the Consolidated Statement of Operations for the year ended December 31, 2020. In 2020, considering pre-COVID-19 performance and the significant effect of the COVID-19 pandemic on Company performance and consequently on the number of shares that were probable to be issued to employees, the Company modified the performance-based awards granted in 2018 (other than the performance-based awards granted to executive officers and certain other employees) to fix the number of shares to be issued, subject to other vesting conditions. As a result, the Company incurred an additional stock-based compensation expense of $11 million to be recognized over the remaining requisite service period. In January 2021, the Company modified the performance-based awards granted in 2018 and 2019 to its executive officers, to fix the number of shares to be issued, subject to other vesting conditions. The modification, in the aggregate, will result in additional stock-based compensation expense of approximately $40 million, to be recognized over the remaining requisite service periods for the performance-based awards.

Restricted stock units and performance share units granted by the Company during the years ended December 31, 2020, 2019 and 2018 had aggregate grant-date fair values of $392 million, $380 million and $337 million, respectively.  Restricted stock units and performance share units that vested during the years ended December 31, 2020, 2019, and 2018 had aggregate fair values at vesting of $358 million, $373 million and $415 million, respectively. At December 31, 2020, there was $384 million of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 1.9 years.

Stock options granted by the Company during the year ended December 31, 2020 had an aggregate grant-date fair value of $79 million. At December 31, 2020, there was $57 million of estimated total future stock-based compensation expense related to unvested stock options to be recognized over a weighted-average period of 2.2 years.
Restricted Stock Units

The Company makes broad-based grants of restricted stock units that generally vest during a period of one- to three-years, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability.

The following table summarizes the activity of restricted stock units for employees and non-employee directors during the year ended December 31, 2020: 
Restricted Stock UnitsSharesWeighted-average Grant-date Fair Value
Unvested at December 31, 2019256,745 $1,801 
Granted222,977 $1,659 
Vested(130,684)$1,822 
Forfeited(43,079)$1,737 
Unvested at December 31, 2020305,959 $1,697 
 
Performance Share Units

The Company grants performance share units to executives and certain other employees, which generally vest at the end of a three-year period, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. The number of shares that ultimately vest depends on achieving certain performance metrics or performance goals, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.

The following table summarizes the activity of performance share units for employees during the year ended December 31, 2020:
Performance Share UnitsSharesWeighted-average Grant-date Fair Value
Unvested at December 31, 2019216,083 $1,835 
Granted9,040 $2,498 
Vested(82,023)$1,741 
Performance Shares Adjustment *(49,775)$1,944 
Forfeited(8,847)$1,829 
Unvested at December 31, 202084,478 $1,930 
*Probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications.
The following table summarizes the estimated vesting, as of December 31, 2020, of performance share units granted in 2020, 2019 and 2018, net of forfeiture and vesting since the respective grant dates:
Performance Share Units, by grant year202020192018
Shares probable to be issued 9,040 40,843 34,595 
Shares not subject to the achievement of minimum performance thresholds— 40,843 N/A*
Shares that could be issued if maximum performance thresholds are met18,080 108,522 N/A*
* The performance period for the performance share units granted in 2018 ended on December 31, 2020.

Stock Options

In May 2020, the Company granted stock options that vest in March 2023, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. No stock options were granted to the executive officers of the Company. Stock options granted or assumed in acquisitions generally have a term of 10 years from the grant date. The fair value of stock options granted is estimated on the grant date using the Black-Scholes option pricing model and is affected by assumptions regarding a number of complex and subjective variables. The use of an option pricing model requires the use of several assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term. Expected volatility is based on the Company’s historical volatility over the expected term of the option and implied volatility of publicly traded options of the Company’s common stock. The expected term of the options represents the estimated period of time until option exercise. Since the Company has limited historical stock option exercise experience, the Company used the simplified method in estimating the expected term, which is calculated as the average of the sum of the vesting term and the original contractual term of the options. The risk-free interest rate is based on U.S. Treasury zero-coupon issues at the time of grant for the expected term of the option.

The following table summarizes the assumptions used to value option grants granted during the year ended December 31, 2020 using the Black-Scholes options pricing model:
Black-Scholes assumptions
Risk-free interest rate0.56 %
Expected term in years6.4
Expected stock price volatility33.8 %
Expected dividend yield0 %

The following table summarizes the activity for stock options during the year ended December 31, 2020:
Employee Stock OptionsNumber of SharesWeighted-average
Exercise Price		Aggregate
Intrinsic Value (in millions)		Weighted-average Remaining Contractual Term (in years)
Balance, December 31, 201915,122 $484 $24 2.6
Granted163,494 $1,411 
Exercised(13,217)$466 
Forfeited(12,653)$1,411 
Balance, December 31, 2020152,746 $1,401 $126 9.3
Exercisable at December 31, 20201,954 $660 $3 2.1
Stock options granted by the Company during the year ended December 31, 2020 had a weighted-average grant-date fair value per option of $485. The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $15 million, $20 million and $5 million, respectively.
XML 28 R13.htm IDEA: XBRL DOCUMENT v3.20.4
INVESTMENTS
 12 Months Ended
Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]  
INVESTMENTS INVESTMENTS
The following table summarizes, by major security type, the Company's investments at December 31, 2020 (in millions):
 
 CostGross
Unrealized
Gains
/Upward Adjustments		Gross
Unrealized
Losses
/Downward Adjustments		Carrying Value
Short-term investments:
Debt securities:
Trip.com Group convertible debt securities $500 $1 $— $501 
Long-term investments:
Investments in private companies:
  Debt securities$200 $— $— $200 
  Equity securities552 3 (100)455 
Other long-term investments:
  Debt securities:
Trip.com Group convertible debt securities25 — (1)24 
  Equity securities463 2,617 — 3,080 
Total$1,240 $2,620 $(101)$3,759 

The following table summarizes, by major security type, the Company's investments at December 31, 2019 (in millions): 
prvCostGross
Unrealized
Gains
/Upward Adjustments		Gross
Unrealized
Losses
/Downward Adjustments		Carrying Value
Short-term investments:
Debt securities:
International government securities$109 $— $— $109 
U.S. government securities138 — — 138 
Corporate debt securities751 1 (1)751 
Total$998 $1 $(1)$998 
Long-term investments:
Investments in private companies:
  Debt securities$250 $— $— $250 
  Equity securities501 — — 501 
Other long-term investments:
  Debt securities:
International government securities68 — — 68 
U.S. government securities136 — (1)135 
Corporate debt securities963 2 (2)963 
Trip.com Group convertible debt securities 775 — (8)767 
  Equity securities1,117 684 (8)1,793 
Total$3,810 $686 $(19)$4,477 
Investments in Government and Corporate Debt Securities

The Company has classified its investments in international government securities, U.S. government securities and corporate debt securities as available-for-sale securities. During the year ended December 31, 2020, the Company realized $2.2 billion in cash from sales and maturities of its investments in government and corporate debt securities.

Investments in Trip.com Group

At December 31, 2020, the Company had $525 million invested in convertible senior notes issued at par value by Trip.com Group including $25 million six-year convertible senior notes issued in September 2016 and $500 million ten-year convertible senior notes issued in December 2015. The $500 million convertible senior notes include a put option allowing the Company, at its option, to require a prepayment in cash from Trip.com Group at the end of the sixth year of the note. The $500 million convertible senior notes were classified as "Short-term investments" in the Consolidated Balance Sheet at December 31, 2020 as the Company expects to exercise the put option and redeem the investment. In May 2020, the Company's May 2015 investment of $250 million in Trip.com Group's convertible senior notes was repaid upon maturity.

The Company determined that the economic characteristics and risks of the put option related to the $500 million convertible senior notes are clearly and closely related to the notes, and therefore did not meet the requirement for separate accounting as embedded derivatives. 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 conversion feature associated with the $25 million convertible senior notes meets the definition of an embedded derivative that requires separate accounting. The embedded derivative is bifurcated for fair value measurement purposes only and is reported in the Consolidated Balance Sheets with its host contract in "Long-term investments." The mark-to-market adjustments of the embedded derivative are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.

At December 31, 2019, the Company had $655 million invested in Trip.com Group American Depositary Shares ("ADSs") with a fair value of $726 million, which is reported in "Long-term investments" in the Consolidated Balance Sheet. During the year ended December 31, 2020, the Company sold its entire investment in these ADSs for $525 million. "Other income (expense), net" in the Consolidated Statements of Operations includes a net realized loss of $201 million, a net unrealized gain of $141 million and a net unrealized loss of $368 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to these ADSs.

Investment in Meituan

In 2017, the Company invested $450 million in preferred shares of Meituan, the leading e-commerce platform for local services in China. The investment has been converted to ordinary shares and classified as a marketable equity security since Meituan's initial public offering in 2018. The investment had a fair value of $3.1 billion and $1.1 billion at December 31, 2020 and 2019, respectively, which is included in "Long-term investments" in the Consolidated Balance Sheets. Net unrealized gains of $2.0 billion, $602 million and $1 million for the years ended December 31, 2020, 2019 and 2018, respectively, related to this investment, are included in "Other income (expense), net" in the Consolidated Statements of Operations.
Investments in Private Companies
Equity Securities without Readily Determinable Fair Values

The Company had $501 million invested in equity securities of private companies at December 31, 2019, including $500 million invested in Didi Chuxing. Considering the impact of the COVID-19 pandemic (see Note 2), the Company performed an impairment analysis, as of March 31, 2020, on the investment in Didi Chuxing. The Company recognized an impairment charge of $100 million during the three months ended March 31, 2020, resulting in an adjusted carrying value of $400 million at March 31, 2020 and December 31, 2020 (see Note 6). No additional impairment indicators were identified as of December 31, 2020.

In 2020, the Company changed its classification as a debt security of an investment in the preferred shares of a private company due to changes in the redemption features of the preferred shares. As of December 31, 2020, the investment is classified as an equity security and had a carrying value of $51 million. These equity 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 Consolidated Balance Sheets.
Debt Securities

The Company had $200 million and $250 million invested in preferred shares of private companies, including Grab Holdings Inc. ("Grab"), with an aggregate estimated fair value of $200 million and $250 million at December 31, 2020 and 2019, respectively. The investment in Grab is classified as a debt security for accounting purposes and categorized as available-for-sale. 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 certain points of time. The investment is reported at estimated fair value in "Long-term investments" in the Company's Consolidated Balance Sheets, with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. As discussed above in "Equity Securities without Readily Determinable Fair Values", in 2020, the Company changed its classification of an investment that was previously accounted as a debt security.
XML 29 R14.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
 
Financial assets and liabilities carried at fair value at December 31, 2020 and nonrecurring fair value measurements are classified in the categories described in the tables below (in millions):
 Level 1Level 2Level 3Total
Recurring fair value measurements
ASSETS:    
Cash equivalents and restricted cash equivalents:
Money market fund investments$10,208 $— $— $10,208 
Time deposits and certificates of deposit32 — — 32 
Short-term investments:
Trip.com Group convertible debt securities— 501 — 501 
Long-term investments:
Investments in private companies:
Debt securities— — 200 200 
Other long-term investments:
Trip.com Group convertible debt securities — 24 — 24 
Equity securities3,080 — — 3,080 
Derivatives:
Foreign currency exchange derivatives— 9 — 9 
Total assets at fair value$13,320 $534 $200 $14,054 
LIABILITIES
Foreign currency exchange derivatives$— $7 $— $7 
Nonrecurring fair value measurements
Investments in equity securities of private companies (1)
$— $— $404 $404 
Goodwill of the OpenTable and KAYAK reporting unit (2)
— — 1,000 1,000 
Total nonrecurring fair value measurements$— $— $1,404 $1,404 
(1) At March 31, 2020, the investment in Didi Chuxing was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5).
(2) At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. At September 30, 2020, the goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million (see Note 11).
Financial assets and liabilities carried at fair value at December 31, 2019 are classified in the categories described in the tables below (in millions):
 Level 1Level 2Level 3Total
Recurring fair value measurements
ASSETS:    
Cash equivalents and restricted cash equivalents:
Money market fund investments$5,734 $— $— $5,734 
Corporate debt securities— 2 — 2 
Time deposits and certificates of deposit29 — — 29 
Short-term investments:    
International government securities— 109 — 109 
U.S. government securities— 138 — 138 
Corporate debt securities— 751 — 751 
Long-term investments:
Investments in private companies:
Debt securities— — 250 250 
Other long-term investments:
International government securities— 68 — 68 
U.S. government securities— 135 — 135 
Corporate debt securities— 963 — 963 
Trip.com Group convertible debt securities — 767 — 767 
Equity securities1,793 — — 1,793 
Derivatives:
Foreign currency exchange derivatives— 12 — 12 
Total assets at fair value$7,556 $2,945 $250 $10,751 
LIABILITIES
Foreign currency exchange derivatives$— $5 $— $5 

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

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

The valuation of investments in corporate debt securities, U.S. and international government securities and Trip.com Group 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 these investments.  A market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace. 
Investments in private companies measured using Level 3 inputs

The Company’s investments measured using Level 3 inputs primarily consist of preferred stock investments in privately-held companies that are classified as either debt securities or equity securities without readily determinable fair values. Fair values of privately held securities are estimated using a variety of valuation methodologies, including both market and income approaches. The Company has used valuation techniques appropriate for the type of investment and the information available about the investee as of the valuation date to determine fair value. Recent financing transactions in the investee, such as new investments in preferred stock, are generally considered the best indication of the enterprise value and therefore used as a basis to estimate fair value. However, based on a number of factors, such as the proximity in timing to the valuation date or the volume or other terms of these financing transactions, the Company may also use other valuation techniques to supplement this data, including the income approach. In addition, an option-pricing model (“OPM”) is utilized to allocate value to the various classes of securities of the investee, including the class owned by the Company. The model includes assumptions around the investees' expected time to liquidity and volatility.

The Company's investment in Grab, which is classified as a debt security for accounting purposes, had an aggregate estimated fair value of $200 million at December 31, 2020 and 2019. The Company measured this investment using Level 3 inputs and 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.

For the investment in equity securities of Didi Chuxing, considering the impact of the COVID-19 pandemic, the Company performed an impairment analysis as of March 31, 2020 resulting in an adjusted carrying value of $400 million at March 31, 2020 and December 31, 2020. No additional impairment indicators were identified as of December 31, 2020. As discussed below, the Company used unobservable inputs in order to determine fair value. The Company used an income approach in estimating the fair value of Didi Chuxing as of March 31, 2020. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on a company’s weighted-average cost of capital, and is adjusted to reflect the risks inherent in its cash flows. The key unobservable inputs and ranges used include the weighted average cost of capital (12%-14%), terminal EBITDA multiple (13x-15x), volatility (60%-70%) and an estimated time to liquidity of 4 years. Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. Generally, a change in the assumption used for terminal EBITDA multiples would result in a directionally similar change in the fair value and a change in the assumption used for weighted average cost of capital or volatility would result in a directionally opposite change in the fair value.

The determination of the fair values of investments, where the Company is a minority shareholder and has access to limited information from the investee, reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding the investee’s expected growth rates and operating margin, expected length and severity of the impact of the COVID-19 pandemic on the investee and the shape and timing of the subsequent recovery, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than those judgments and estimates utilized in the fair value estimate. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the valuation, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery and the overall impact on the investee’s business, which may result in a need to recognize an additional impairment charge that could have a material adverse effect on the Company's results of operations.

Derivatives

The Company's derivative instruments are valued using pricing models.  Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and foreign currency exchange rates. The valuation of derivatives are considered "Level 2" fair value measurements. The Company's derivative instruments are typically short-term in nature.

In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations.  The Company mitigates these risks by following established risk management policies and procedures, including the use of derivatives.  The Company enters into foreign currency forward contracts to hedge its exposure to the impact of movements in foreign currency exchange rates on its transactional balances denominated in currencies other than the functional currency. In periods prior to the second quarter of 2020, the Company also entered into foreign currency derivative contracts to hedge translation risks from short-term foreign currency exchange rate fluctuations for the Euro, British Pound Sterling and certain other currencies versus the U.S. Dollar. Since the first quarter of 2020, the Company has not entered into such derivative
instruments as the impact of the COVID-19 pandemic on the Company’s operating results are highly uncertain. The Company does not use derivatives for trading or speculative purposes.

The Company reports the fair values of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair values of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and cash flow impacts, if any, are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. As of December 31, 2020 and 2019, the Company did not designate any derivatives as hedges for accounting purposes.

The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at December 31, 2020 and 2019 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheet.
 December 31, 2020December 31, 2019
Estimated fair value of derivative assets$9 $12 
Estimated fair value of derivative liabilities7 5 
Notional amount:
 Foreign currency purchases898 1,770 
 Foreign currency sales839 901 

The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 is as follows (in millions):
For the Year Ended December 31,
202020192018
Losses on foreign currency exchange derivatives $31 $19 $44 

Other Financial Assets and Liabilities

At December 31, 2020 and 2019, the Company's cash consisted of bank deposits.  Cash equivalents principally include money market fund investments, time deposits and certificates of deposit. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these items. Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Note 12 for the estimated fair value of the Company's outstanding senior notes and Note 5 for information related to an embedded derivative associated with the $25 million Trip.com Group convertible notes issued in 2016.

Goodwill
See Note 11 for nonrecurring fair value measurements related to the goodwill impairment test.
XML 30 R15.htm IDEA: XBRL DOCUMENT v3.20.4
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS
 12 Months Ended
Dec. 31, 2020
Receivables [Abstract]  
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS
 
Accounts receivable in the Consolidated Balance Sheets at December 31, 2020 and 2019 includes receivables from customers of $510 million and $1.2 billion, respectively, and receivables from marketing affiliates of $32 million and $110 million, respectively. The remaining balance principally relates to receivables from third-party payment processors. In addition, the Company had prepayments to certain customers of $107 million and $232 million at December 31, 2020 and 2019, respectively, which are included in "Prepaid expenses, net," and $45 million at December 31, 2020, which is included in "Other assets, net" in the Consolidated Balance Sheets. The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses.

For periods prior to January 1, 2020, receivables from customers were recorded at the original invoiced amounts net of an allowance for doubtful accounts. On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets.

The Company records a provision for expected credit losses on receivables from customers and marketing affiliates. The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): 
 For the Year Ended December 31,
 202020192018
Balance, beginning of year$49 $51 $35 
Provision charged to earnings216 69 79 
Write-offs and adjustments(116)(70)(62)
Foreign currency translation adjustments17 (1)(1)
Balance, end of year$166 $49 $51 

The allowance for expected credit losses on receivables as of December 31, 2020 includes a portion of the amounts related to refunds paid or payable to certain travelers without a corresponding estimated expected recovery from the travel service providers, primarily due to the impact of the COVID-19 pandemic (see Note 3). For the year ended December 31, 2020, the Company recorded a reduction in revenue of $37 million for such refunds, which is included in "Provision charged to earnings" in the table above.

In addition, the Company recorded an allowance for expected credit losses on prepayments to certain customers of $55 million and $6 million at December 31, 2020 and 2019, respectively, which are included in "Prepaid expenses, net" and "Other assets, net", as applicable, in the Consolidated Balance Sheets. For the year ended December 31, 2020, the Company recorded expected credit loss expenses of $51 million for the prepayments, which is included in "Sales and other expenses" in the Consolidated Statement of Operations.
Due to the impact of the COVID-19 pandemic (see Note 2), given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company’s travel service provider and restaurant customers and marketing affiliates, the Company has increased its allowance for expected credit losses on receivables from and prepayments to its customers and marketing affiliates. Expected credit loss expenses included in "Sales and other expenses" in the Consolidated Statements of Operations, increased from $69 million for the year ended December 31, 2019 to $230 million for the year ended December 31, 2020. Significant judgments and assumptions are required to estimate the allowance for expected credit losses on receivables from and prepayments to customers and such assumptions may change in future periods, particularly the assumptions related to the impact of the COVID-19 pandemic on the business prospects and financial condition of customers and the Company’s ability to collect the receivable or recover the prepayment.
XML 31 R16.htm IDEA: XBRL DOCUMENT v3.20.4
NET INCOME PER SHARE
 12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
NET INCOME PER SHARE NET INCOME PER SHARE
 
The Company computes basic net income per share by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding during the period.  Diluted net income per share is based upon the weighted-average number of common and common equivalent shares outstanding during the period.
 
Common equivalent shares related to stock options, restricted stock units and performance share units are calculated using the treasury stock method.  Performance share units are included in the weighted-average common equivalent shares
based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive.
 
The Company's convertible notes have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option.  Under the treasury stock method, if the conversion prices for the convertible notes exceed the Company's average stock price for the period, the convertible notes generally have no impact on diluted net income per share. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method.

A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): 
 For the Year Ended December 31,
 202020192018
Weighted-average number of basic common shares outstanding40,974 43,082 47,446 
Weighted-average dilutive stock options, restricted stock units and performance share units
158 203 236 
Assumed conversion of convertible senior notes28 224 335 
Weighted-average number of diluted common and common equivalent shares outstanding
41,160 43,509 48,017 

For the year ended December 31, 2020, 125,000 potential common shares related to stock options and restricted stock units were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the year.
XML 32 R17.htm IDEA: XBRL DOCUMENT v3.20.4
PROPERTY AND EQUIPMENT, NET
 12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT, NET
 
Property and equipment, net at December 31, 2020 and 2019 consist of the following (in millions):
 
 20202019Estimated
Useful Lives
(years)
Computer equipment$746 $736 
2 to 6 years
Capitalized software565 442 
2 to 5 years
Leasehold improvements 278 265 
1 to 15 years
Office equipment, furniture and fixtures 63 61 
2 to 8 years
Building construction-in-progress257 161 
Total1,909 1,665  
Less: Accumulated depreciation (1,153)(927) 
Property and equipment, net$756 $738  
Depreciation expense was $291 million, $294 million and $248 million for the years ended December 31, 2020, 2019 and 2018, respectively. Additions to capitalized software during the years ended December 31, 2020, 2019 and 2018 were $144 million, $109 million and $103 million, respectively.
XML 33 R18.htm IDEA: XBRL DOCUMENT v3.20.4
LEASES
 12 Months Ended
Dec. 31, 2020
Leases [Abstract]  
LEASES LEASESThe Company has operating leases for office space, data centers and the land for Booking.com's future headquarters (see Note 16). The Company’s weighted-average discount rate was approximately 2.2% and 2.0% as of December 31, 2020 and 2019, respectively. The weighted-average remaining lease terms were approximately 8.1 years and 7.8 years as of December 31, 2020 and 2019, respectively.
The Company recognized the following related to operating leases in its Consolidated Balance Sheets at December 31, 2020 and 2019 (in millions):
December 31,
Classification in Consolidated Balance Sheet20202019
Operating lease assetsOperating lease assets$529 $620 
Lease Liabilities:
Current operating lease liabilities
Accrued expenses and other current liabilities$159 $161 
Non-current operating lease liabilitiesOperating lease liabilities366 462 
Total operating lease liabilities$525 $623 
The Company recognized the following related to operating leases in its Consolidated Statements of Operations (in millions):
Year Ended December 31,
Classification in Consolidated Statement of Operations20202019
Lease expense General and administrative and Information technology$194 $183 
Variable lease expense
General and administrative and Information technology46 56 
Less: Sublease income
General and administrative(2)(2)
Total lease expense, net of sublease income
$238 $237 

For the year ended December 31, 2018, the Company recognized lease expense of $149 million under ASC 840.

As of December 31, 2020, the operating lease liabilities will mature over the following periods (in millions):
2021$168 
2022122 
202374 
202450 
202535 
Thereafter136 
Total remaining lease payments$585 
Less: Imputed interest(60)
Total operating lease liabilities$525 
As of December 31, 2020, 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 leases will commence in 2021 with lease terms of up to 7.5 years and will be recognized upon lease commencement. In addition, the Company entered into an agreement to sign a future lease in the city of Manchester in the United Kingdom for the future headquarters of Rentalcars.com (see Note 16).
Supplemental cash flow information related to operating leases is as follows (in millions):
Year Ended December 31,
20202019
Cash paid for amounts included in the measurement of lease liabilities$200 $189 
Operating lease assets obtained in exchange for lease liabilities67 155 
"Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease expense from the amortization of the operating lease assets.
XML 34 R19.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS
 12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS
 
A substantial portion of the Company's intangible assets and goodwill relates to the acquisitions of OpenTable and KAYAK.

Goodwill

The changes in the balance of goodwill for the years ended December 31, 2020 and 2019 consist of the following (in millions): 
 20202019
Balance, beginning of year $2,913 $2,910 
Acquisitions— 7 
Impairments(1,062)— 
Foreign currency translation adjustments44 (4)
Balance, end of year (1)
$1,895 $2,913 
 
(1) The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.
Interim Goodwill Impairment Test
Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), the Company performed an interim period goodwill impairment test at March 31, 2020. Under the current goodwill impairment standard adopted in the first quarter of 2020, a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill (see Note 2).
As of March 31, 2020, the estimated fair value of each of the Company’s reporting units, except the OpenTable and KAYAK reporting unit, exceeded its respective carrying value. For the OpenTable and KAYAK reporting unit, the Company recognized a goodwill impairment charge of $489 million for the three months ended March 31, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.5 billion at March 31, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted near-term cash flows of OpenTable and KAYAK as well as the significant decline in comparable companies' market values as a result of the COVID-19 pandemic.
The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying the recent decline in enterprise values of comparable publicly-traded companies to the recently calculated fair value for OpenTable and KAYAK, as well as applying comparable company multiples).
The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. In the cash flow projections, the Company assumed that OpenTable and KAYAK will experience a significant decline in near-term cash flows with a recovery to 2019 levels of financial performance (including profitability) occurring in 2023. The shape and timing of the recovery was a key assumption in the fair value calculation (both in the income and market approaches).
Annual Goodwill Impairment Test
As of September 30, 2020, the Company performed its annual goodwill impairment test. Other than the OpenTable and KAYAK reporting unit, the fair values of the Company’s reporting units exceeded their respective carrying values.
For the OpenTable and KAYAK reporting unit, the Company recognized a goodwill impairment charge of $573 million for the three months ended September 30, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.0 billion at September 30, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted cash flows of OpenTable and KAYAK, reflecting a longer assumed recovery period to 2019 levels of profitability, mainly due to the continued material adverse impact of the COVID-19 pandemic, including its impact on the flight vertical at KAYAK, and the lowered outlook for monetization opportunities in restaurant reservation services.
The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying comparable company multiples).
The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. The income approach, applied as of September 30, 2020, reflected a reduction in the forecasted cash flows of OpenTable and KAYAK and a longer assumed recovery period to 2019 levels of profitability, driven primarily by a lowered outlook for monetization opportunities in restaurant reservation services and slower than previously expected recovery trends for airline travel, which is a key vertical for KAYAK. For the interim goodwill impairment test at March 31, 2020, the Company expected a recovery to 2019 levels of financial performance occurring in 2023 for OpenTable and KAYAK. Based on the Company's evaluation of all relevant information available as of September 30, 2020 for the annual goodwill impairment test, the Company expected that OpenTable and KAYAK would not return to the 2019 level of profitability within the next five years, and that it was uncertain whether the shape of the recovery would ultimately match the Company’s expectations. An increase or decrease of one percentage point to the profitability growth rates used in the cash flow projections would result in an increase or decrease of approximately $100 million to the estimated fair value of OpenTable and KAYAK as of September 30, 2020. The discount rate is determined based on the reporting unit’s estimated weighted- average cost of capital and adjusted to reflect the risks inherent in its cash flows, which requires significant judgments. The discount rate used for the annual goodwill impairment test as of September 30, 2020 is higher than the discount rate used for the interim goodwill impairment test as of March 31, 2020. If the discount rate used in the income approach increases or decreases by 0.5%, the impact to the estimated fair value of OpenTable and KAYAK, at September 30, 2020, ranges from a decrease of approximately $65 million to an increase of approximately $70 million.
The estimation of fair value reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding OpenTable and KAYAK’s expected growth rates and operating margin, expected length and severity of the impact from the COVID-19 pandemic, the shape and timing of the subsequent recovery and the competitive environment, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than the judgments and estimates used to estimate fair value. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the current forecast disclosed above, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery, which may result in a need to recognize an additional goodwill impairment charge that could have a material adverse effect on the Company's results of operations.
No additional impairment indicators were identified as of December 31, 2020.

Intangible Assets and Other Long-lived Assets

The Company's intangible assets at December 31, 2020 and 2019 consist of the following (in millions):
 December 31, 2020December 31, 2019 
 Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount		Amortization
Period
Supply and distribution
agreements		$1,136 $(552)$584 $1,100 $(472)$628 
3 - 20 years
Technology174 (144)30 170 (129)41 
2 - 7 years
Internet domain names44 (37)7 40 (32)8 
5 - 20 years
Trade names1,824 (633)1,191 1,811 (534)1,277 
4 -20 years
Other intangible assets2 (2)— 2 (2)— 
Up to 15 years
Total intangible assets$3,180 $(1,368)$1,812 $3,123 $(1,169)$1,954  
 
Intangible assets are amortized on a straight-line basis.  Amortization expense was $167 million, $175 million and $178 million for the years ended December 31, 2020, 2019 and 2018, respectively.
The estimated annual amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in millions):
 
2021$163 
2022160 
2023158 
2024157 
2025152 
Thereafter1,022 
 $1,812 

The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), at March 31, 2020, the Company performed the recoverability test of its long-lived assets and concluded that there was no impairment. At September 30, 2020, for OpenTable and KAYAK, the Company performed the recoverability test of its long-lived assets due to additional impairment indicators and concluded that there was no impairment. At December 31, 2020, no additional impairment indicators were identified for the Company's long-lived assets.
XML 35 R20.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
DEBT DEBT
Revolving Credit Facility

In August 2019, the Company entered into a $2.0 billion five-year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to either (i) the London Inter-bank Offer Rate, or if such London Inter-bank Offer Rate is no longer available, the agreed alternate rate of interest ("LIBOR") (but no less than 0%) for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50%; or (ii) for U.S. Dollar-denominated loans only, the sum of (x) the greatest of (a) JPMorgan Chase Bank, N.A.'s prime lending rate, (b) the U.S. federal funds rate plus 0.50% and (c) LIBOR (but no less than 0%) for an interest period of one month plus 1.00%, plus (y) an applicable margin ranging from 0% to 0.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.07% to 0.20%.

The revolving credit facility provides for the issuance of up to $80 million of letters of credit as well as borrowings of up to $100 million on same-day notice, referred to as swingline loans. Other than swingline loans, which are available only in U.S. Dollars, borrowings and letters of credit under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility can be used for working capital and general corporate purposes, including acquisitions, share repurchases and debt repayments. At December 31, 2020 and 2019, there were no borrowings outstanding and $4 million and $5 million of letters of credit issued under this revolving credit facility, respectively.

Upon entering into this revolving credit facility, the Company terminated its prior $2.0 billion five-year revolving credit facility entered into in June 2015. During the six months ended June 30, 2019, the Company made short-term borrowings under the prior revolving credit facility totaling $400 million with a weighted-average interest rate of 3.5%, which were repaid prior to June 30, 2019.

The current revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow thereunder. In April 2020, the Company amended the revolving credit facility, pursuant to which the maximum leverage ratio covenant was suspended through and including the three months ending March 31, 2021, and was replaced with a $4.5 billion minimum liquidity covenant based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility. In October 2020, the Company further amended the revolving credit facility to extend the suspension of the maximum leverage ratio covenant and the related replacement with the minimum liquidity covenant through and including the three months ending March 31, 2022 and increase the permitted maximum leverage ratio from and including the three months ending June 30, 2022 through and including the three months ending March 31, 2023. The Company agreed not to declare or make any cash distribution and not to repurchase any of its shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, it has at least $6.0 billion of liquidity on
a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility and (ii) after the delivery of financial statements for the three months ending June 30, 2022, it is in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or the Company has the ability to terminate this restriction earlier if it demonstrates compliance with the original maximum leverage ratio covenant in the revolving credit facility. Beginning with the three months ending June 30, 2022, the minimum liquidity covenant will cease to apply and the maximum leverage ratio covenant, as increased, will again be in effect.

Outstanding Debt
 
Outstanding debt at December 31, 2020 consists of the following (in millions):
 
December 31, 2020Outstanding
Principal
Amount		Unamortized Debt
Discount and Debt
Issuance Cost		Carrying
Value
Current Liabilities:
0.9% Convertible Senior Notes due September 2021
$1,000 $(15)$985 
Long-term debt:
0.8% (€1 Billion) Senior Notes due March 2022
$1,223 $(1)$1,222 
2.15% (€750 Million) Senior Notes due November 2022
919 (4)915 
2.75% Senior Notes due March 2023
500 (1)499 
2.375% (€1 Billion) Senior Notes due September 2024
1,223 (7)1,216 
3.65% Senior Notes due March 2025
500 (2)498 
4.1% Senior Notes due April 2025
1,000 (5)995 
0.75% Convertible Senior Notes due May 2025
863 (128)735 
3.6% Senior Notes due June 2026
1,000 (4)996 
1.8% (€1 Billion) Senior Notes due March 2027
1,223 (2)1,221 
4.5% Senior Notes due April 2027
750 (5)745 
3.55% Senior Notes due March 2028
500 (2)498 
4.625% Senior Notes due April 2030
1,500 (11)1,489 
Total long-term debt$11,201 $(172)$11,029 

Outstanding debt at December 31, 2019 consists of the following (in millions):
 
December 31, 2019Outstanding
Principal
Amount		Unamortized Debt
Discount and Debt
Issuance Cost		Carrying
Value
Current Liabilities:
0.35% Convertible Senior Notes due June 2020
$1,000 $(12)$988 
Long-term debt:
0.9% Convertible Senior Notes due September 2021
$1,000 $(39)$961 
0.8% (€1 Billion) Senior Notes due March 2022
1,123 (3)1,120 
2.15% (€750 Million) Senior Notes due November 2022
842 (3)839 
2.75% Senior Notes due March 2023
500 (2)498 
2.375% (€1 Billion) Senior Notes due September 2024
1,123 (9)1,114 
3.65% Senior Notes due March 2025
500 (2)498 
3.6% Senior Notes due June 2026
1,000 (5)995 
1.8% (€1 Billion) Senior Notes due March 2027
1,123 (5)1,118 
3.55% Senior Notes due March 2028
500 (3)497 
Total long-term debt$7,711 $(71)$7,640 
 
Based on the closing price of the Company's common stock for the prescribed measurement periods for the three months ended December 31, 2020 and 2019, as applicable, the contingent conversion thresholds on the 2021 Notes (as defined below) and the May 2025 Notes (as defined below) were not exceeded; and therefore, the notes were not convertible at the option of the holders.

Fair Value of Debt

At December 31, 2020 and 2019, the estimated fair value of the outstanding debt was approximately $14.0 billion and $9.8 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period.  The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2020 primarily relates to the Senior Notes and the Convertible Senior Notes issued in April 2020. The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2019 primarily relates to the conversion premium on the convertible senior notes.

Convertible Senior Notes

If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount.  If the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimates the borrowing rate, considering the credit rating and similar debt of comparable corporate issuers without the conversion feature.
 
Description of Convertible Senior Notes

In April 2020, the Company issued $863 million aggregate principal amount of Convertible Senior Notes due May 1, 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to this offering. The May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $1,886.44 per share. The May 2025 Notes are convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, holders will have the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes is payable on May 1 and November 1 of each year. At December 31, 2020, the if-converted value of the May 2025 Notes exceeded the aggregate principal amount by $97 million. The proceeds from the issuance of the Convertible Senior Notes can be used for general corporate purposes, which may include repayment of debt, including the repayment, at maturity or upon conversion prior thereto, of the Company’s outstanding Convertible Senior Notes.

In August 2014, the Company issued $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. Starting on 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. At December 31, 2020, the if-converted value of the 2021 Notes exceeded the aggregate principal amount by $17 million.

In May 2013, the Company issued $1.0 billion aggregate principal amount of Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "2020 Notes"). In June 2020, in connection with the maturity of the outstanding 2020 Notes, the Company paid $1.0 billion to satisfy the aggregate principal amount due and paid an additional $245 million in satisfaction of the conversion value in excess of the principal amount.

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"). 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 borrowing rates at debt origination to be 4.10% for the May 2025 Notes, 3.18% for the 2021 Notes and 3.13% for the 2020 Notes, considering its credit rating and similar debt of the Company or comparable corporate issuers without the conversion feature.  The yield to maturity was estimated at an at-market coupon priced at par.
 
Debt discount after tax of $100 million ($130 million before tax) related to the May 2025 Notes, $83 million ($143 million before tax) related to the 2021 Notes and $92 million ($154 million before tax) related to the 2020 Notes less financing costs allocated to the equity component of the respective convertible notes was recorded in "Additional paid-in capital" in the balance sheet at debt origination.

The following table summarizes the interest expenses and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt.

For the Year Ended December 31,
202020192018
Coupon interest expense$15 $12 14 
Amortization of debt discount and debt issuance costs54 50 52 
Total interest expenses$69 $62 $66 
Weighted-average effective interest rate3.5 %3.2 %3.2 %

Other Long-term Debt

In April 2020, the Company issued Senior Notes due April 13, 2025 with an interest rate of 4.10% for an aggregate principal amount of $1.0 billion, Senior Notes due April 13, 2027 with an interest rate of 4.50% for an aggregate principal amount of $750 million and Senior Notes due April 13, 2030 with an interest rate of 4.625% for an aggregate principal amount of $1.5 billion. The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to issuance of these senior notes. The proceeds from the issuance of the Senior Notes can be used for general corporate purposes, which may include repayment of debt, including the repayment, at maturity or upon conversion prior thereto, of the Company’s outstanding Convertible Senior Notes.
Other long-term debt, including the Senior Notes issued in April 2020, had a total carrying value of $10.3 billion and $6.7 billion at December 31, 2020 and 2019, respectively. Debt discount and debt issuance costs are amortized using the effective interest rate method over the period from the origination date through the stated maturity date.  The following table summarizes the information related to other long-term debt outstanding at December 31, 2020:

Other Long-term DebtDate of Issuance
Effective Interest Rate(1)
Timing of Interest Payments
0.8% Senior Notes due March 2022
March 20170.94 %Annually in March
2.15% Senior Notes due November 2022
November 20152.27 %Annually in November
2.75% Senior Notes due March 2023
August 20172.88 %Semi-annually in March and September
2.375% Senior Notes due September 2024
September 20142.54 %Annually in September
3.65% Senior Notes due March 2025
March 20153.76 %Semi-annually in March and September
4.1% Senior Notes due April 2025
April 20204.22 %
Semi-annually in April and October
3.6% Senior Notes due June 2026
May 20163.70 %Semi-annually in June and December
1.8% Senior Notes due March 2027
March 20151.86 %Annually in March
4.5% Senior Notes due April 2027
April 20204.63 %
Semi-annually in April and October
3.55% Senior Notes due March 2028
August 20173.63 %Semi-annually in March and September
4.625% Senior Notes due April 2030
April 20204.72 %
Semi-annually in April and October
(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt.

The following table summarizes the interest expenses related to other long-term debt (in millions):
For the Year Ended December 31,
202020192018
Coupon interest expense$264$160$163
Amortization of debt discount and debt issuance costs967
Total interest expenses$273$166$170
Historically, the aggregate principal value of the Euro-denominated Senior Notes maturing in March 2022, November 2022, September 2024 and March 2027 (collectively the "Euro-denominated debt") and accrued interest thereon had been designated as a hedge of the Company's net investment in a Euro functional currency subsidiary. Beginning in the second quarter of 2019, the Company has only designated certain portions of the aggregated principal value of the Euro-denominated debt as a hedge. For the years ended December 31, 2020 and 2019, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $1.8 billion to $3.2 billion and from $2.4 billion to $4.3 billion, respectively. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations.
XML 36 R21.htm IDEA: XBRL DOCUMENT v3.20.4
TREASURY STOCK
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
TREASURY STOCK TREASURY STOCK
 
At December 31, 2019, the Company had a total remaining authorization of $11.5 billion to repurchase its common stock under a program authorized by the Company's Board of Directors in 2019 to repurchase up to $15.0 billion of the Company's common stock. At December 31, 2020, the Company had a total remaining authorization of $10.4 billion to repurchase its common stock. The Company has not repurchased any shares since March 2020 under this authorization and does not intend to initiate any repurchases under this authorization until it has better visibility into the shape and timing of a recovery from the COVID-19 pandemic. See Note 12 for a description of the impact of the October 2020 credit facility amendment on the Company's ability to repurchase shares. Additionally, the Board of Directors has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation.
The following table summarizes the Company's stock repurchase activities during the years ended December 31, 2020, 2019 and 2018 (in millions, except for shares, which are reflected in thousands):
202020192018
SharesAmountSharesAmountSharesAmount
Authorized stock repurchase programs601 $1,122 4,358 $8,002 3,020 $5,850 
General authorization for shares withheld on stock award vesting84 142 87 151 80 162 
Total685 $1,264 4,445 $8,153 3,100 $6,012 
Shares repurchased in December and settled in following January— $— 19 $40 43 $74 

For the years ended December 31, 2020, 2019 and 2018, the Company remitted employee withholding taxes of $141 million, $151 million and $163 million, respectively, to the tax authorities, which is different from the aggregate cost of the shares withheld for taxes for each year due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Consolidated Statements of Cash Flows.

At December 31, 2020, there were 22,446,897 shares of the Company's common stock held in treasury.
XML 37 R22.htm IDEA: XBRL DOCUMENT v3.20.4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
 12 Months Ended
Dec. 31, 2020
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]  
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
 
The table below presents the changes in the balances of accumulated other comprehensive income (loss) ("AOCI") by component for the years ended December 31, 2018, 2019 and 2020 (in millions):
Foreign currency translation adjustments, net of tax
Net unrealized gains (losses) on available-for-sale securities, net of tax (1)
Total AOCI, net of tax
Foreign currency translation
Net investment
hedges (2)
Total, net of taxBefore taxTax (expense) benefitTotal, net of tax
Before tax
Tax benefit (expense)(3)
Before taxTax benefit (expense)
Balance, December 31, 2017$210 $— $(290)$65 $(15)$343 $(90)$253 $238 
Other Comprehensive Income (Loss) ("OCI") before
reclassifications		(319)41 217 (53)(114)(201)2 (199)(313)
OCI for the period(319)41 217 (53)(114)(201)2 (199)(313)
Amounts reclassified to retained earnings (1)
— — — — — (299)58 (241)(241)
Balance, December 31, 2018$(109)$41 $(73)$12 $(129)$(157)$(30)$(187)$(316)
OCI before reclassifications(77)13 71 (17)(10)161 (37)124 114 
Amounts reclassified to
  net income (4)
— — — — — (11)22 11 11 
OCI for the period(77)13 71 (17)(10)150 (15)135 125 
Balance, December 31, 2019$(186)$54 $(2)$(5)$(139)$(7)$(45)$(52)$(191)
OCI before reclassifications197 (7)(182)42 50 6 (1)5 55 
Amounts reclassified to
  net income (4)
— — — — — 4 14 18 18 
OCI for the period197 (7)(182)42 50 10 13 23 73 
Balance, December 31, 2020$11 $47 $(184)$37 $(89)$3 $(32)$(29)$(118)
(1)         Upon the adoption of the accounting update on financial instruments on January 1, 2018, the Company reclassified net unrealized gains, net of tax, of $241 million ($299 million before tax) related to marketable equity securities from AOCI to retained earnings. Changes in fair value of marketable equity securities subsequent to January 1, 2018 are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets (see Note 2).
(2)         Net investment hedges balance, net of tax, at December 31, 2020 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge against the impact of currency fluctuations on the net assets of a Euro functional currency subsidiary (see Notes 2 and 12).
(3)         The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act.
(4)         The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. For the year ended December 31, 2020, the reclassified tax expenses include a tax expense of $15 million related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes (see Note 5). For the year ended December 31, 2019, the reclassified tax expenses include a tax expense of $21 million related to the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes.
XML 38 R23.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
 
International pre-tax income was $2.6 billion, $5.7 billion and $4.8 billion for the years ended December 31, 2020, 2019 and 2018, respectively. U.S. pre-tax loss was $2.0 billion for the year ended December 31, 2020, and U.S. pre-tax income was $213 million and $47 million for the years ended December 31, 2019 and 2018, respectively.

Provision for Income Taxes

The income tax expense (benefit) for the year ended December 31, 2020 is as follows (in millions):
 
 CurrentDeferredTotal
International$320 $(62)$258 
U.S. Federal(9)296 287 
U.S. State(16)(21)(37)
Total$295 $213 $508 
 
The income tax expense (benefit) for the year ended December 31, 2019 is as follows (in millions):
 
 CurrentDeferredTotal
International$915 $(12)$903 
U.S. Federal22 166 188 
U.S. State34 (32)2 
Total$971 $122 $1,093 
 
The income tax expense (benefit) for the year ended December 31, 2018 is as follows (in millions):
 
 CurrentDeferredTotal
International$887 $(3)$884 
U.S. Federal45 (107)(62)
U.S. State55 (40)15 
Total$987 $(150)$837 

Income tax liabilities of $174 million and $158 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets at December 31, 2020 and 2019, respectively. In the first quarter of 2020, the Company made a prepayment of the Netherlands income taxes of 660 million Euros ($717 million) to earn prepayment discounts. The Company requested a refund of this amount from the Dutch tax authorities and it was received in April 2020.
U.S. Tax Reform
In December 2017, the Tax Act was enacted into law in the United States. The Tax Act made significant changes to U.S. federal tax law, including a reduction in the U.S. federal statutory tax rate from 35% to 21%, effective January 1, 2018. The Tax Act imposed a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years.

In 2018, the Company recorded an income tax benefit of $46 million to adjust its provisional income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability, as well as U.S. state income taxes and international withholding taxes associated with the mandatory deemed repatriation. In addition, the Company recorded an income tax benefit of $2 million in 2018 to adjust the remeasurement of its U.S. deferred tax assets and liabilities due to the reduction of the U.S. federal statutory tax rate that resulted from the Tax Act.

In 2019, as a result of additional technical guidance issued by U.S. federal and state tax authorities with respect to the Tax Act, the Company recorded an income tax benefit of $17 million to adjust its income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability, as well as U.S. state income taxes associated with the mandatory deemed repatriation.

In 2020, the Company recorded an income tax benefit of $8 million to adjust its income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability. This benefit was primarily due to additional tax credits. The Company utilized $108 million of deferred tax assets related to U.S. federal NOLs and $115 million of other tax credit carryforwards to reduce its transition tax liability as of December 31, 2020.

Under the Tax Act, the Company's future cash generated by the Company's international operations can generally be repatriated without further U.S. federal income tax, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by the Company.

The Tax Act also introduced in 2018 a tax on 50% of GILTI, which is income determined to be in excess of a specified routine rate of return, and a base erosion and anti-abuse tax ("BEAT") aimed at preventing the erosion of the U.S. tax base. The Company has adopted an accounting policy to treat taxes on GILTI as period costs.

Deferred Income Taxes

The Company utilized $309 million of its U.S. NOLs to reduce its U.S. federal tax liability for the deemed repatriation tax. After utilization of available NOLs, at December 31, 2020, the Company had U.S. federal NOLs of $179 million, the majority of which do not have an expiration date, and U.S. state NOLs of $457 million, which mainly begin to expire in years December 31, 2032 and forward. In addition, at December 31, 2020, the Company had $488 million of non-U.S. NOLs, and $14 million of U.S. research tax credit carryforwards available to reduce future tax liabilities and the majority of both do not have an expiration date.

The utilization of these NOLs, allowances and credits is dependent upon the Company's ability to generate sufficient future taxable income and the tax laws in the jurisdictions where the losses were generated. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes and other relevant factors.
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions):
 
 20202019
Deferred tax assets/(liabilities):  
Net operating loss carryforward — U.S.$67 $37 
Net operating loss carryforward — International81 15 
Accrued expenses47 35 
Stock-based compensation and other stock based payments40 49 
Foreign currency translation adjustment29 36 
Tax credits9 14 
Euro-denominated debt77 — 
Operating lease liabilities43 38 
Property and equipment11 31 
Subtotal - deferred tax assets404 255 
Discount on convertible notes(29)(10)
Intangible assets and other(119)(133)
Euro-denominated debt— (14)
State income tax on accumulated unremitted international earnings(5)(8)
Unrealized gains on investments(550)(191)
Operating lease assets(38)(35)
Installment sale liability(263)(284)
Other(14)(11)
Subtotal - deferred tax liabilities(1,018)(686)
Valuation allowance on deferred tax assets
(58)(45)
Net deferred tax liabilities (1)
$(672)$(476)
  
(1)  Includes deferred tax assets of $455 million and $400 million at December 31, 2020 and 2019, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets.
During the year ended December 31, 2019, the Company recorded a deferred tax asset of $335 million, which is included in "Other Assets, net" in the Consolidated Balance Sheet, and a deferred tax liability of $325 million, both related to an internal legal entity reorganization.

The valuation allowance on deferred tax assets of $58 million at December 31, 2020 includes $18 million related to international operations and $40 million primarily related to certain U.S. federal NOLs, research credits and Connecticut NOLs.  The valuation allowance on deferred tax assets of $45 million at December 31, 2019 includes $30 million related to international operations and $15 million primarily related to U.S. research credits, capital loss carryforwards and Connecticut NOLs. 

The Company does not intend to indefinitely reinvest its international earnings that were subject to U.S. taxation pursuant to the mandatory deemed repatriation or subject to U.S. taxation as GILTI.

Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate

A significant portion of the Company's taxable earnings is generated in the Netherlands. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 7% ("Innovation Box Tax") rather than the Dutch statutory rate of 25%.  A portion of Booking.com's earnings during the years ended December 31, 2020, 2019 and 2018 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those years.
 
The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21% for the years ended December 31, 2020, 2019 and 2018 as a result of the following items (in millions):
 
 202020192018
Income tax expense at U.S. federal statutory rate$119 $1,251 $1,015 
Adjustment due to:   
Foreign rate differential55 210 210 
Innovation Box Tax benefit(79)(443)(435)
Goodwill impairment228 — — 
Stock-based compensation32 23 12 
Federal GILTI73 36 35 
State income tax (benefit) expense(31)9 1 
Valuation allowance36 1 (3)
Uncertain tax positions64 11 (4)
Tax Act - Remeasurement of deferred tax balances— — (2)
Tax Act - U.S. transition tax benefit and other transition impacts(8)(17)(46)
Other19 12 54 
Income tax expense$508 $1,093 $837 
 
Uncertain Tax Positions

The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in millions): 
 202020192018
Unrecognized tax benefit — January 1$56 $45 $32 
Gross increases — tax positions in current period2 3 1 
Gross increases — tax positions in prior periods48 11 19 
Gross decreases — tax positions in prior periods(11)(3)(3)
Reduction due to lapse in statute of limitations— — (2)
Reduction due to settlements during the current period(11)— (2)
Unrecognized tax benefit — December 31$84 $56 $45 
 
The increase in unrecognized tax benefits is principally related to Booking.com’s French tax disputes (see Note 16), the majority of which is included as a partial reduction to the French tax payment recorded in “Other Assets, net” in the Consolidated Balance Sheets for the years ended December 31, 2020 and 2019. The remaining unrecognized tax benefits are primarily included in "Other long-term liabilities" and "Deferred income taxes" in the Consolidated Balance Sheets for the years ended December 31, 2020 and 2019. The unrecognized tax benefits, if recognized, would affect the effective tax rate. The Company does not expect further significant changes in the amount of unrecognized tax benefits during the next twelve months. As of December 31, 2020 and 2019, total gross interest and penalties accrued was $31 million and $10 million, respectively.
The Company's major taxing jurisdictions include: the Netherlands, United States, Singapore and United Kingdom. The statutes of limitations that remain open related to these major tax jurisdictions are: the Company's Netherlands returns for 2014 and forward, U.S. federal returns for 2017 and forward, Singapore returns from 2017 and forward and U.K. returns for 2017 and forward. The Company’s 2017 and 2018 U.S. federal income tax returns are currently under audit by the Internal Revenue Service. See Note 16 for more information regarding tax contingencies.
XML 39 R24.htm IDEA: XBRL DOCUMENT v3.20.4
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
 
Competition and Consumer Protection Reviews

At times, online platforms, including online travel platforms, have been the subject of investigations or inquiries by various national competition authorities ("NCAs") or other governmental authorities regarding competition law matters, consumer protection issues or other areas of concern. The Company is 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 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. These investigations can also result in fines and the Company recorded a liability of $23 million during the year ended December 31, 2020 for potential fines associated with its contractual parity arrangements. In addition, in September 2017, the Swiss Price Surveillance Office opened an investigation into the level of commissions of Booking.com in Switzerland and the investigation is ongoing. If there is an adverse outcome and Booking.com is unsuccessful in any appeal, Booking.com could be required to reduce its commissions in Switzerland. Some authorities are reviewing the online hotel booking sector more generally through market inquiries and the Company cannot predict the outcome of such inquiries or any resulting impact on its business, results of operations, cash flows or financial condition.

NCAs or other governmental authorities are continuing to review the activities of online platforms, including through the use of consumer protection powers. For example, the United Kingdom's NCA (the Competition and Markets Authority, or CMA) conducted a consumer protection law investigation into the clarity, accuracy and presentation of information on hotel booking sites.  In connection with this investigation, in 2019 Booking.com, agoda and KAYAK, along with a number of other OTCs, voluntarily agreed to certain commitments with the CMA, which resolved the CMA's investigation without a finding by the CMA of an infringement or an admission of wrongdoing by the OTCs involved. Among other things, the commitments provided to the CMA included showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings on or before the search results page and making certain adjustments to how discounts and statements concerning popularity or availability are shown to consumers. 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. As a result of additional inquiries from other NCAs in the European Union, Booking.com has made similar commitments with the Consumer Protection Cooperation Network that became applicable in the European Union in June 2020. In the future, it is possible other jurisdictions could engage Booking.com in discussions to implement similar changes to its business in those countries. The Company is unable to predict what, if any, effect any future similar commitments will have on its business, industry practices or online commerce more generally. To the extent that any other investigations or inquiries result in additional commitments, fines, damages or other remedies, the Company's business, financial condition and results of operations could be harmed.

The Company is involved in multiple litigations in Israel claiming that it has violated Israeli consumer protection and competition laws. For example, one such lawsuit alleges that the Company violated Israeli consumer protection laws by failing to properly display Israeli local taxes in the total prices shown to Israeli residents on its platform. Another lawsuit claims that the Company's parity contractual terms with partners violate Israeli competition laws because they are anti-competitive. A third lawsuit claims Israeli consumer protection laws prohibit the Company from facilitating non-refundable bookings to Israeli residents. Each of the plaintiffs in these matters is requesting certification of a class and the Company is defending against class certification. If the court were to grant class certification for any of these matters and if the plaintiffs were successful on the merits of the claims, the Company could be required to pay damages. However, it is not reasonably possible to estimate the amount of such damages because the likelihood of class certification and the success of the merits of these cases are both too speculative at this stage in the litigation and also because a reasonable assessment of the size of any potential class is not possible at this time.

Although Booking.com has not been sued, a German hotel association has threatened Booking.com with a class action lawsuit on behalf of a group of German hotels that alleges that the hotels overpaid commissions to Booking.com because of wide parity terms in the contracts between the hotels and Booking.com between 2006 and 2015. Booking.com is pursuing court proceedings in the Netherlands to declare that the Netherlands is the proper forum for this matter. If the hotel association follows through and files the lawsuit, the class were to be certified and there were to be an adverse outcome, the Company could be required to pay damages. Although the Company believes the claim to be without merit and intends to defend against the claim, if the hotel association were successful in any litigation and the Company were required to pay damages, the amount
could be significant. The Company cannot reasonably estimate an amount of potential loss because there are several unknown variables at this early stage, including that the plaintiff has not yet filed a lawsuit.

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 audits of Booking.com for the years 2003 through 2012 and years 2013 through 2015 and currently are conducting an audit for the years 2016 through 2018. In December 2015, the French tax authorities issued Booking.com assessments for unpaid income and value added taxes ("VAT") related to tax years 2006 through 2012 for approximately 356 million Euros ($403 million), the majority of which represents penalties and interest. The assessments assert that Booking.com had a permanent establishment in France. In December 2019, the French tax authorities issued an additional assessment of 70 million Euros ($86 million), including interest and penalties, for the 2013 year asserting that Booking.com had taxable income attributable to a permanent establishment in France. The French tax authorities also have issued assessments totaling 39 million Euros ($48 million), including interest and penalties, for certain tax years between 2011 and 2015 on Booking.com's French subsidiary asserting that the subsidiary did not receive sufficient compensation for the services it rendered to Booking.com in the Netherlands. As a result of a formal demand from the French tax authorities for payment of the amounts assessed against Booking.com for the years 2006 through 2012, in January 2019, the Company paid the assessments of approximately 356 million Euros ($403 million) in order to preserve its right to contest those assessments in court. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at December 31, 2020 and 2019, does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent the Company prevails. In December 2019 and October 2020, the Company initiated court proceedings with respect to certain of the assessments. Although the Company believes that Booking.com has been, and continues to be, in compliance with French tax law, and the Company is contesting the assessments, during the three months ended September 30, 2020, the Company contacted the French tax authorities regarding the potential to achieve resolution of the matter through a settlement. After assessing several potential outcomes and potential settlement amounts and terms, an unrecognized tax benefit in the amount of 50 million Euros ($61 million) has been recorded during the year ended December 31, 2020, of which the majority has been included as a partial reduction to the tax payment recorded in “Other Assets, net” in the Consolidated Balance Sheet at December 31, 2020. In December 2020, the French Administrative Court (Conseil d’Etat) delivered a decision in the "ValueClick" case that could have an impact on the outcome in the Company's case. After considering the potential impact of the new decision on the potential outcomes for the Booking.com assessments, the Company currently estimates that the reasonably possible loss related to VAT is approximately 20 million Euros ($24 million). Additional assessments could result when the French tax authorities complete the outstanding audits.

Italian authorities are reviewing Booking.com's activities for the years 2011 through 2019. They are reviewing whether Booking.com has a permanent establishment in Italy, Booking.com's transfer pricing policies in Italy, and for the years 2013 through 2019, whether Booking.com is subject to VAT. 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 and 2019, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary for approximately 48 million Euros ($58 million) for the 2013 tax year and 58 million Euros ($71 million) for the 2014 tax year, respectively, asserting that its transfer pricing policies were inadequate. The Company believes that Booking.com has been, and continues to be, in compliance with Italian tax law. The Company paid 10 million Euros ($11 million) in December 2019 as a partial prepayment of the 2013 assessment to avoid any collection enforcement from the Italian tax authorities pending the appeal phase of this case. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at December 31, 2020 and 2019, does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent the Company prevails. In September 2020, the Italian tax authorities approved the opening of a Mutual Agreement Procedure (“MAP”) between Italy and the Netherlands for the 2013 tax year and the Company expects to request that the 2014 tax year be added to the MAP. Based on the possibility of the 2013 and 2014 Italian assessments being settled through the MAP process, and, after considering potential resolution amounts, a net unrecognized tax benefit amount of 4 million Euros ($5 million) has been recorded during the year ended December 31, 2020, of which the majority has been included as a partial reduction to the tax payment recorded in "Other Assets, net" in the Consolidated Balance Sheet at December 31, 2020. 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 and/or imposing interest, fines and penalties.
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 2018 for approximately 766 million Turkish Lira ($103 million), which includes interest and penalties through December 31, 2020. 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 in 2018, the Company identified two issues related to the application of certain non-income-based tax laws to that subsidiary's business. At December 31, 2020 and 2019, the Company had accrued $59 million and $67 million, respectively, related to these travel transaction taxes, based on the Company's estimate of the probable travel transaction tax owed for the prior periods, including interest and penalties, as applicable. The related expenses are included in "General and administrative" expense in the Consolidated Statements of Operations. The Company currently estimates that the reasonably possible loss related to these matters in excess of the amount accrued is approximately $25 million. 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, the Company may need to accrue additional amounts, which could adversely affect the Company’s business, results of operations, financial condition and cash flows.

During the second quarter of 2019, the Company identified the nonpayment in prior periods of a wage-related tax under Netherlands' law on compensation paid to certain highly-compensated former employees in the year of their separation from employment with Booking.com.  The Company has informed the Dutch tax authorities of the nonpayment and, to correct this immaterial error, has paid an amount of $61 million based on the Company's estimate of the probable tax owed for prior tax years, including interest.  This expense is recorded in "Personnel" expenses in the Consolidated Statement of Operations for the year ended December 31, 2019.

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 the Company's current tax provisions, whether in connection with the foregoing or otherwise (including the resolution of any tax proceedings), could have a materially adverse impact on the Company's results of operations, cash flows and financial condition.

Other Matters

Beginning in 2014, Booking.com received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) (“BPF”) claiming that Booking.com is required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme in which Booking.com is currently participating. BPF instituted legal proceedings against Booking.com and in 2016 the District Court of Amsterdam rejected all of BPF’s claims. BPF appealed the decision to the Court of Appeal, and, in May 2019, the Court of Appeal also rejected all of BPF’s claims, in each case by ruling that Booking.com does not meet the definition of a travel intermediary for purposes of the mandatory pension scheme. BPF has appealed to the Netherlands Supreme Court. In October 2020, the Dutch Advocate General issued an opinion to the Supreme Court stating that the Dutch Advocate General believes the decision of the Court of Appeal to be incorrect based on her interpretation of the pension scheme requirements. The Company has submitted to the Supreme Court a response to the Advocate General's opinion. While the Company continues to believe that Booking.com is in compliance with its pension obligations and that the Dutch Supreme Court should uphold the ruling of the Court of Appeal, based on the significant influence the Dutch Advocate General’s opinion typically has on the Supreme Court, the Company has reevaluated the probability of a loss and believes it is probable that it has incurred a loss related to this matter. The Company expects the Dutch Supreme Court to rule in the first quarter of 2021. In the event the Supreme Court overturns the decision of the Court of Appeal and remands the case to a lower court, the Company intends to pursue a number of defenses in any subsequent proceedings and may ultimately prevail in whole or in part. The Company is not able to reasonably estimate a loss or a range of loss because the litigation is ongoing and there are significant factual and legal questions yet to be determined. As a result, as of December 31, 2020, the Company has not recorded a liability in connection with a potential adverse outcome to this litigation. However, if Booking.com were to ultimately lose and all of BPF’s claims were to be accepted (including with retroactive effect to 1999), the Company estimates that as of December 31, 2020, the maximum loss, not including any potential interest or penalties, would be approximately $290 million. Such estimated potential loss increases as Booking.com continues not to contribute to the BPF and depends on Booking.com's applicable employee compensation after December 31, 2020.
From time to time the Company notifies the Dutch data protection authority in accordance with its obligations under the E.U. General Data Protection Regulation of certain incidental and accidental personal data security incidents. Although the Company believes it has fulfilled its data protection regulatory obligations, should the Dutch data protection authority decide these incidents were the result of inadequate technical and organizational security measures, it could decide to impose a fine. While the Company believes that any fine imposed on it would be immaterial, the Company estimates that if a fine were imposed, it could range from a de minimis amount to 20 million Euros ($24 million) per incident, depending on the Dutch data protection authority’s evaluation of the facts and circumstances associated with the incident after investigation.

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

From time to time, the Company 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.
 
Building Construction

In September 2016, the Company signed a turnkey agreement to construct an office building for Booking.com's future headquarters in the Netherlands for 270 million Euros ($331 million). Upon signing this agreement, the Company paid 43 million Euros ($48 million) for the acquired land-use rights, which was included in "Operating lease assets" in the Consolidated Balance Sheets. In addition, since signing the turnkey agreement the Company has made several progress payments principally related to the construction of the building, which are included in "Property and equipment, net" in the Consolidated Balance Sheets. As of December 31, 2020, the Company had a remaining obligation of 56 million Euros ($68 million) related to the turnkey agreement. The Company's contractual obligation was reduced by 9 million Euros ($11 million) during 2020. The remaining obligation will be paid through 2022, when the Company anticipates construction will be complete.

In addition to the turnkey agreement, the Company has a remaining obligation at December 31, 2020 to pay 70 million Euros ($86 million) over the remaining initial term of the acquired land lease, which expires in 2065. The Company has made and will continue to make additional capital expenditures to fit out and furnish the office space. At December 31, 2020, the Company had 29 million Euros ($35 million) of outstanding commitments to vendors to fit out and furnish the office space.

Lease obligations

See Note 10 for information about the Company's lease obligations.

Other Contractual Obligations and Commitments

In 2018, the Company entered into an agreement to sign a future lease related to approximately 222,000 square feet of office space in the city of Manchester in the United Kingdom for the future 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 2021. 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 ($88 million), excluding lease incentives. The Company will also make capital expenditures to fit out and furnish the office space.
The Company had $134 million and $155 million of standby letters of credit or bank guarantees issued on behalf of the Company as of December 31, 2020 and 2019, respectively, in addition to those issued under the revolving credit facility, primarily related to payment guarantees to third-party payment processors. See Note 12 for information related to letters of credit issued under the revolving credit facility.
XML 40 R25.htm IDEA: XBRL DOCUMENT v3.20.4
BENEFIT PLANS
 12 Months Ended
Dec. 31, 2020
Retirement Benefits [Abstract]  
BENEFIT PLANS BENEFIT PLANS
 
The Company maintains a defined contribution 401(k) savings plan (the "Plan") covering certain U.S. employees. In connection with acquisitions, effective at the date of such acquisitions, the Company assumed defined contribution plans covering the U.S. employees of the acquired companies. The Company also maintains certain other defined contribution plans outside of the United States for which it provides contributions for participating employees.  The Company's matching contributions during the years ended December 31, 2020, 2019 and 2018 were $33 million, $26 million and $22 million, respectively.
XML 41 R26.htm IDEA: XBRL DOCUMENT v3.20.4
GEOGRAPHIC INFORMATION
 12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
GEOGRAPHIC INFORMATION GEOGRAPHIC INFORMATION
 The Company's international revenue information consists of the information of Booking.com, agoda and Rentalcars.com in their entirety and the information 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 on revenues is as follows (in millions): 
United
 States
InternationalTotal
Company
For the year ended:
The Netherlands
Other
December 31, 2020$783 $5,264 $749 $6,796 
December 31, 20191,537 11,686 1,843 15,066 
December 31, 20181,536 11,348 1,643 14,527 

The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2020 and 2019 (in millions):
United
 States
InternationalTotal
Company
The NetherlandsUnited KingdomOther
    
December 31, 2020$186 $499 $85 $278 $1,048 
December 31, 2019216 484 137 327 1,164 
XML 42 R27.htm IDEA: XBRL DOCUMENT v3.20.4
ACQUISITIONS
 12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
In April 2018, the Company paid $139 million, net of cash acquired, and issued shares of the Company's common stock in the amount of $110 million in connection with the acquisition of FareHarbor, a leading provider of business-to-business activities distribution services. In respect to the shares issued, as shown in the supplemental disclosure in the Consolidated Statement of Cash Flows, $59 million relates to purchase price consideration and $51 million relates to shares restricted for trading purposes until the required post-acquisition services are completed by certain employees.

In November 2018, the Company paid $134 million, net of cash acquired, to complete the acquisition of HotelsCombined, a hotel meta-search company.

The Company's Consolidated Financial Statements include the accounts of these businesses starting at their respective acquisition dates. Revenues and earnings of these businesses since their respective acquisition dates 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.

In 2019, the Company paid $37 million of contingent consideration for a business acquired in 2015. The contingent payment was dependent on the achievement of certain performance factors.
XML 43 R28.htm IDEA: XBRL DOCUMENT v3.20.4
RESTRUCTURING AND OTHER EXIT COSTS
 12 Months Ended
Dec. 31, 2020
Restructuring and Related Activities [Abstract]  
RESTRUCTURING AND OTHER EXIT COSTS RESTRUCTURING AND OTHER EXIT COSTS
In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic (see Note 2), during the year ended December 31, 2020, the Company took actions at all of its brands to reduce the size of its workforce across more than 60 countries to optimize efficiency and reduce costs. As part of these actions, the Company engaged in the process of consulting with its employees, works councils, employee representatives and other relevant organizations related to the reductions in force in certain countries (including the Netherlands and the United Kingdom), which have substantially concluded as of December 31, 2020. These consultations resulted in the Company executing either voluntary leaver schemes or involuntary reductions in force, or, in some countries, a combination of the two. The Company completed the vast majority of announcements to affected employees by December 2020. In January 2021, the Company approved and communicated the final portion of workforce reductions in the Netherlands.

During the year ended December 31, 2020, the Company recorded expenses of $149 million for the restructuring actions, which are included in “Restructuring and other exit costs” in the Consolidated Statement of Operations. These expenses are primarily cash-based and consist of employee severance and other termination benefits, and other costs. Noncash restructuring expenses recorded during the year ended December 31, 2020 were $7 million. At December 31, 2020, restructuring liabilities of $37 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet.
In addition to the restructuring expenses recorded during the year ended December 31, 2020 and included in “Restructuring and other exit costs” in the Consolidated Statement of Operations, the Company estimates that it will record additional restructuring expenses of approximately $40 million, related to employee severance and other termination benefits, leases and contract terminations, in early 2021. This estimate may change as the Company finalizes the execution of its cost reduction plans, including restructuring actions in the Netherlands and France. The Company’s evaluation of various alternative courses of action related to certain other leases and contract terminations and modifications is still in progress and the Company may incur additional costs resulting from such actions.
XML 44 R29.htm IDEA: XBRL DOCUMENT v3.20.4
GOVERNMENT GRANTS AND OTHER ASSISTANCE
 12 Months Ended
Dec. 31, 2020
Unusual or Infrequent Items, or Both [Abstract]  
GOVERNMENT GRANTS AND OTHER ASSISTANCE GOVERNMENT GRANTS AND OTHER ASSISTANCECertain governments have passed or are considering modifying legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. In addition, in certain countries, such as Singapore and China, the Company also participated in programs where the government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by the Company. During the year ended December 31, 2020, the Company recognized government grants and other assistance benefits of $127 million. The government grants and other assistance is recorded principally as a reduction of "Personnel" expense in the Consolidated Statement of Operations. At December 31, 2020, the Company has received $99 million and recorded a receivable of $28 million, which is included in “Other current assets” in the Consolidated Balance Sheet, for payments expected to be received for the programs where it has met the qualifying requirements and it is probable that payment will be received. This receivable is expected to be received in 2021. In addition, certain governments have extended support for the travel and tourism industry through special programs whereby discounts are extended to travelers through travel service providers or through travel agents for reservations facilitated by them. The Company has participated in Japan's Go To Travel program and Thailand's We Travel Together program.
XML 45 R30.htm IDEA: XBRL DOCUMENT v3.20.4
OTHER INCOME (EXPENSE), NET
 12 Months Ended
Dec. 31, 2020
Other Income and Expenses [Abstract]  
OTHER INCOME (EXPENSE), NET OTHER INCOME (EXPENSE), NET
The components of other income (expense), net included the following (in millions):

Year Ended December 31,
202020192018
Interest and dividend income$54 $152 $187 
Net gains (losses) on marketable equity securities (1)
1,811 745 (367)
Impairment of investment (1)
(100)— — 
Foreign currency transaction losses(207)(31)(53)
Other (4)13 (4)
Other income (expense), net$1,554 $879 $(237)
(1) See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment.
XML 46 R31.htm IDEA: XBRL DOCUMENT v3.20.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition.  All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto.  Actual results may differ significantly from those estimates.  The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill, other long-lived tangible and intangible assets, the valuation of investments in private companies, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as allowance for doubtful accounts), customer chargeback provisions and the accrual of obligations for loyalty and other incentive programs.
Impact of COVID-19
Impact of COVID-19

In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, shelter-in-place orders, required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans. These government mandates have forced many of the customers on whom the Company’s business relies, including hotels and other accommodation providers, airlines and restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings, to file for bankruptcy protection or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns and economies, and the Company’s workforce, operations and customers.

The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. The Company’s financial results and prospects are almost entirely dependent on the sale of travel-related services. The Company’s results for the year ended December 31, 2020 have been materially and negatively impacted as compared to 2019 and 2018.

Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. With the spread of COVID-19 to all major regions and the discovery of new variants of the coronavirus, the Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic, during any resurgence of the pandemic and during the subsequent economic recovery, which could be an extended period of time.
Given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company's travel service provider and restaurant customers and marketing affiliates, the Company has increased its provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on receivables from and prepayments to its travel service provider and restaurant customers and marketing affiliates (see Note 7). Moreover, due to the high level of cancellations of existing reservations, the Company has incurred, and may continue to incur, higher than normal cash outlays to refund consumers for prepaid reservations, including certain situations where the Company has already transferred the prepayment to the travel service provider (see Note 3). Any material increase in the Company’s provision for expected credit losses and any material increase in cash outlays to refund consumers would have a corresponding adverse effect on the Company's results of operations and related cash flows.

As a result of the deterioration of the Company’s business due to the COVID-19 pandemic, the Company determined that a portion of its goodwill had experienced a decline in value at March 31, 2020 and recorded a significant impairment charge (see Note 11). In addition, the Company recorded a significant impairment charge at March 31, 2020 for one of the Company's long-term investments due to the impact of the COVID-19 pandemic on the business of the investee and the Company's estimate of the resulting decline in the value of the investment (see Notes 5 and 6). At September 30, 2020, the Company recorded an additional significant impairment charge to its goodwill (see Note 11). Even though no additional impairment indicators were identified as of December 31, 2020 for these assets, it is possible that the Company may have to record additional significant impairment charges in future periods.

See Note 12 for additional information about the Company’s existing debt arrangements, including $4.1 billion of debt issued in April 2020. The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, the Company’s ability to meet debt covenant requirements, the Company’s operating performance and the Company's credit ratings. If the Company’s credit ratings were to be downgraded, or financing sources were to ascribe higher risk to the Company's rating levels, the Company or its industry, the Company’s access to capital and the cost of any financing would be negatively impacted. There is no guarantee that additional debt financing will be available in the future to fund the Company’s obligations, or that it will be available on commercially reasonable terms, in which case the Company may need to seek other sources of funding.

The extent of the effects of the COVID-19 pandemic on the Company’s business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments. These include, but are not limited to, the severity, extent and duration of the COVID-19 pandemic, including as a result of any new variants of COVID-19 and any resurgences of the pandemic, and its impact on the travel and restaurant industries and consumer spending more broadly. Even if economic and operating conditions for the Company’s business improve, the Company cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to the Company’s operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.

In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic, the Company has taken actions to reduce the size of its workforce to optimize efficiency and reduce costs. See Note 20 for additional information.
Certain governments have passed or are considering legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the Netherlands' wage subsidy program and the United Kingdom's job retention scheme. See Note 21 for additional information.
Change in Presentation and Reclassification Change in Presentation and ReclassificationCertain amounts from prior periods have been reclassified to conform to the current year presentation, including the change in the presentation of marketing expenses disclosed later in this Note.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The Company's financial instruments, including cash, restricted cash, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments.  Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Notes 5, 6 and 12 for information related to fair value for investments, derivatives and the Company's outstanding senior notes.
Cash and Cash Equivalents Cash and Cash EquivalentsCash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date.
Restricted Cash and Cash Equivalents
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents are restricted through legal contracts or regulations. Restricted cash and cash equivalents at December 31, 2020, 2019 and 2018 principally relates to the minimum cash requirement for the Company's travel-related insurance business. The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in millions):  
December 31,
202020192018
As included in the Consolidated Balance Sheets:
Cash and cash equivalents$10,562 $6,312 $2,624 
Restricted cash and cash equivalents included in "Other current assets"20 20 21 
Total cash and cash equivalents and restricted cash and cash equivalents as
shown in the Consolidated Statements of Cash Flows		$10,582 $6,332 $2,645 
Investments
Investments
Investments held by the Company include debt securities and equity securities. Investments in debt or equity securities that include embedded features, such as conversion or redemption features, are analyzed by the Company to determine if these features are embedded derivatives that require separate accounting treatment. Payments made for investments are reported in "Purchase of investments" and proceeds received from sales or maturities of investments are reported in "Proceeds from sale and maturity of investments" in the Consolidated Statements of Cash Flows.

Debt Securities
The Company has classified its investments in debt securities as available-for-sale securities.  Preferred stock that is either mandatorily redeemable or redeemable at the option of the investor is considered a debt security for accounting purposes. These securities are reported at estimated fair value with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

For periods prior to January 1, 2020, investments in debt securities were considered to be impaired when a decline in fair value was judged to be other than temporary because the Company either intended to sell or it was more-likely-than not that it would be required to sell the impaired security before recovery. Once a decline in fair value was determined to be other than temporary, an impairment charge was recorded and a new cost basis in the investment was established.  If the Company did not intend to sell the debt security, but it was probable that the Company would not collect all amounts due, then only the impairment due to the credit risk would be recognized in net income and the remaining amount of the impairment would be recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

On January 1, 2020, the Company adopted the accounting standards update on the measurement of credit losses on financial instruments. Under the current accounting standard, if the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the Consolidated Statements of Operations. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for expected credit losses along with the related expense in the Consolidated Statements of Operations. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds the Company’s best estimate of the present value of cash flows expected to be collected.

The fair value of these investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Unobservable inputs are also used when little or no market data is available. See Note 6 for information related to fair value measurements.
The Company's investments in marketable debt securities are recognized based on the trade date. The marketable debt securities generally have a term of less than five years and are assessed for classification in the Consolidated Balance Sheets as short-term or long-term at the individual security level. Classification as short-term or long-term is based on the maturities of the securities, as applicable, and the Company's expectations regarding the timing of sales and redemptions. Investments of a strategic nature that have been made for the purpose of affiliation or potential business advantage or in connection with a commercial relationship are included in "Long-term investments" in the Consolidated Balance Sheets, except in situations where the Company expects the investment to be realized in cash, redeemed or sold within one year. The cost of marketable debt securities sold is determined using a first-in and first-out method.

Equity Securities
Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include marketable equity securities and equity investments without readily determinable fair values. Marketable equity securities are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations.

The Company holds investments in equity securities of private companies, over which the Company does not have the ability to exercise significant influence or control. The Company elected to measure these investments 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.

See Notes 5 and 6 for further information related to investments.
Accounts Receivable from Customers and Allowance for Expected Credit Losses
Accounts Receivable from Customers and Allowance for Expected Credit Losses
For periods prior to January 1, 2020, receivables from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends and other factors that may affect the Company's ability to collect from customers.

On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets. The Company has identified the relevant risk characteristics, of its customers and the related receivables and prepayments, which include the following: size, type (alternative accommodations vs. hotels) or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, the nature of competition, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic factors are considered. This is assessed at each quarter based on the Company’s specific facts and circumstances. See Note 7 for additional information.
Property and Equipment, Net
Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation.  Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the term of the lease related to leasehold improvements, whichever is shorter.

Building Construction-in-progress
Building construction-in-progress is associated with the construction of Booking.com's future headquarters in the Netherlands and is included in "Property and equipment, net" in the Consolidated Balance Sheets. Depreciation of the building and its related components will commence once it is ready for the Company’s use.
Website and Internal-use Software Capitalization
Website and Internal-use Software Capitalization
Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces and installation and testing of the software.  These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in
additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.
Cloud Computing Arrangements Cloud Computing ArrangementsThe Company utilizes various third-party computer systems and third-party service providers, including global distribution systems ("GDSs") 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 and accounting systems. For periods beginning after December 31, 2018, implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported as "Information technology" in the Company's Consolidated Statements of Operations.
Leases
Leases
On January 1, 2019, the Company adopted Accounting Standards Codification ("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").

Under the current lease standard, the Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space, data centers and land for Booking.com's future headquarters. For office space, data centers and land, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments.
The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement.
The Company recognizes lease expense on a straight-line basis over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically for inflation. Any change in payments due to changes in inflation rates are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges).
Most leases have one or more options to renew, with renewal terms that can extend the initial lease term for various periods up to 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 future headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date. The Company considered the initial term of the land lease to be its expected period of use.
Land-use rights "Operating lease assets" in the Consolidated Balance Sheets includes the land-use rights related to payment in 2016 for the land lease for Booking.com's future headquarters as described above. The land-use rights are amortized on a straight-line basis over its expected period of use. This expense is recorded as lease expense in "General and administrative" expense in the Consolidated Statements of Operations. See Notes 10 and 16 for further information.
Goodwill
Goodwill
The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.  Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.  The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition.
 
Goodwill is not subject to amortization and is tested annually for impairment and when an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The Company tests goodwill at a reporting unit level.  The fair value of the reporting unit is compared to its carrying value,
including goodwill.  Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies) and based on market participant assumptions.  For periods prior to January 1, 2020, an impairment was recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. The Company adopted the accounting standards update on goodwill impairment in the first quarter of 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. See Note 11 for further information.
Impairment of Long-Lived Assets
Impairment of Long-lived Assets
The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group.  The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.
Foreign Currency Translation
Foreign Currency Translation
The functional currency of the Company's subsidiaries is generally the respective local currency.  For 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 Company's Consolidated Balance Sheets.  Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.
Derivative Financial Instruments
Derivative Financial Instruments
As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flows and financial position.  These market risks include, but are not limited to, fluctuations in foreign currency exchange rates.  For the Company's international operations, the primary foreign currency exposures are in Euros and British Pounds Sterling, in which the Company conducts a significant portion of its business activities.  As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation.  Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income.
 
The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international operations into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply.  These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company reports the fair value of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. See Note 6 for further information related to these derivative instruments.
 
The Company, from time to time in the past, has utilized derivative instruments to hedge the impact of changes in foreign currency exchange rates on the net assets of its foreign subsidiaries. These derivative instruments were designated as net investment hedges.  Hedge ineffectiveness was assessed and measured based on changes in forward exchange rates.  The Company recorded gains and losses on these derivative instruments as foreign currency translation adjustments, which offset a portion of the foreign currency translation adjustments related to the foreign subsidiaries' net assets.  Gains and losses on these derivative instruments were recognized in the Consolidated Balance Sheets in "Accumulated other comprehensive loss" and will be realized upon a partial sale or liquidation of the investment.  
 
The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations.  The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties.
Non-derivative Instrument Designated as Net Investment Hedge Non-derivative Instrument Designated as Net Investment HedgeThe foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statement of Operations. See Notes 12 and 14 for further information related to the net investment hedge.
Revenue Recognition
Revenue Recognition

On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using a modified retrospective method applied to all contracts as of January 1, 2018. The Company recorded a net increase to its retained earnings of $189 million, net of tax, as of January 1, 2018, due to the cumulative impact of adopting the current revenue recognition standard, with substantially all of the impact related to the Company’s online travel reservation services. Under the current revenue recognition standard, the Company recognizes revenue for travel reservation services when the travel begins rather than when the travel is completed.

Online travel reservation services
Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company’s platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to the Company. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of sales incentives, "no show" cancellations (where the traveler has not cancelled the reservation but does not arrive on the scheduled reservation date) and "late" cancellations (where the travel service provider accepts a cancellation after its cancellation cut-off date). Estimates for cancellations and sales incentives are based on historical experience and current trends. Coupons are recorded as a reduction of the transaction price, generally at the time they are redeemed. The local occupancy taxes, general excise taxes, value-added taxes, sales taxes and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations.  
Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These services are classified into two categories:

•Agency revenues are derived from travel-related transactions where the Company does not facilitate payments from travelers for the services provided. The Company invoices the travel service providers for its commissions in the month that travel is completed. Agency revenues consist almost entirely of travel reservation commissions. Substantially all of the Company's agency revenue is from Booking.com agency accommodation reservations.

•Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with the Company's merchant reservations services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.
Advertising and Other Revenues
Advertising and other revenues are primarily recognized by KAYAK and OpenTable. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for reservation fees when diners are seated through its online restaurant reservation service and revenues for subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided.

Accrued Liabilities for Loyalty and Other Incentive Programs

See Note 3 for information related to accrued liabilities for loyalty and other incentive programs.

Deferred Revenue

See Note 3 for information related to deferred revenue.
Advertising Expenses
Advertising Expenses
Marketing Expenses

The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations.

Marketing expenses consist of performance marketing expenses and brand marketing expenses. Performance marketing expenses are expenses generally measured by return on investment or an increase in bookings over a specified time period. These expenses consist primarily of the costs of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) other performance-based marketing and incentives. Performance marketing expenses are recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued performance marketing liabilities of $156 million and $333 million at December 31, 2020 and 2019, respectively. Brand marketing expenses are expenses incurred to build brand awareness over a specified time period. These expenses consist primarily of television advertising and online video and display advertising (including the airing of the Company's television advertising online), as well as other marketing expenses such as public relations and sponsorships. Brand marketing expenses are generally recognized as incurred with the exception of advertising production costs, which are deferred and expensed the first time the advertisement is displayed or broadcast.

In the year ended December 31, 2019 and prior periods, the Company's marketing expenses were presented in the Consolidated Statements of Operations as "Performance marketing" and "Brand marketing" expenses. In 2020, the Company changed the presentation of marketing expenses by combining "Performance marketing" and "Brand marketing" into "Marketing expenses" in the Consolidated Statement of Operations because of the increased convergence of performance marketing and brand marketing channels in areas including digital marketing and the Company's view of overall marketing expenditure as its investment in customer acquisition and retention. The change in presentation had no impact on
operating income or net income.
Sales and Other Expenses
Sales and Other Expenses
Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) provisions for expected credit losses, primarily related to accommodation commission receivables and prepayments to certain customers; (3) fees paid to third parties that provide call center, website content translations and other services; (4) customer relations costs; (5) customer chargeback provisions and fraud prevention expenses associated with merchant transactions; and (6) insurance claim costs for the Company's travel-related insurance business.
Personnel
Personnel
Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health and other benefits.  Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $333 million and $344 million at December 31, 2020 and 2019, respectively.
Stock-Based Compensation
Stock-Based Compensation
Stock-based compensation expense related to performance share units, restricted stock units and stock options is recognized based on fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur.  The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock.  For performance share units with market conditions, the effect of the market condition is also considered in the determination of fair value on the grant date using Monte Carlo simulations. The fair value of employee stock options is determined using the Black-Scholes model.

The Company records stock-based compensation expense for performance-based awards using its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets).  The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable.
 
The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item when an option exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the Consolidated Statements of Cash Flows. 
See Note 4 for further information related to stock-based awards.
Government Grants and Other Assistance Government Grants and Other AssistanceThe Company recognizes government grants in the financial statements when it is probable that the grant will be received and the Company will comply with the conditions of the grant. Government grants are recorded as a reduction in the related operating expense or the cost of the asset that they are intended to defray. The government grants received by the Company have principally been granted to defray personnel costs.
Information Technology Information Technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and cloud computing costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company's services.
Restructuring and Other Exit Costs Restructuring and Other Exit CostsThe Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Nonretirement Postemployment Benefits, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with voluntary leaver schemes are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated.
Income Taxes
Income Taxes 
The Company accounts for income taxes under the asset and liability method.  The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards.  Deferred taxes are classified as noncurrent in the balance sheet.
 
The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized.  The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies.  A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.  The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible.  In
determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required.

Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change.
 
The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon audit by the tax authorities.  Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement.  First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits.  Second, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.  Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. 
The Company adopted an accounting policy to treat taxes on global intangible low-taxed income ("GILTI") introduced by the U.S. Tax Cuts and Jobs Act (the "Tax Act") as period costs. See Note 15 for further details related to income taxes.
Contingencies Contingencies Loss contingencies (other than income tax-related contingencies) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments or other entities. Based on the Company's assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.
Segment Reporting
Segment Reporting
The Company historically determined that its primary brands constituted its operating segments. In 2019, reflecting changes to the management structure, the Company reorganized its operating segments from six to four operating segments by combining Booking.com with Rentalcars.com and KAYAK with OpenTable. The Company's Booking.com and Rentalcars.com operating segment represents a substantial majority of the Company's total revenues and operating income. The Company's operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting. For geographic information, see Note 18.
Recent Accounting Pronouncements Adopted and Other Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted
    
Simplifying the Test for Goodwill Impairment

The Financial Accounting Standards Board ("FASB") issued an accounting update to simplify the test for goodwill impairment. The revised guidance eliminates the previously required step two of the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the revised guidance, a goodwill impairment loss will be measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted this update in the first quarter of 2020 and applied it on a prospective basis (see Note 11 for additional information on the goodwill impairment tests performed in 2020).

Measurement of Credit Losses on Financial Instruments

The FASB issued an accounting update on the measurement of credit losses for certain financial assets measured at amortized cost 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 expected credit losses, (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell or the entity 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. The Company
adopted this update in the first quarter of 2020 and applied this update on a modified retrospective basis. Upon adoption of the new standard on January 1, 2020, the Company recorded a net decrease to its retained earnings of $3 million, net of tax. See Note 7 for additional information related to allowance for expected credit losses on accounts receivable and other financial assets and Note 5 for additional information related to investments in available-for-sale debt securities.

SEC Amendments to Regulation S-K

On November 19, 2020, the U.S. Securities and Exchange Commission issued final rules to amend Regulation S-K. These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021 and early adoption is permitted. The Company elected to adopt the amendments to Item 302 of Regulation S-K in their entirety, which eliminates the requirement to disclose, in these Consolidated Financial Statements, selected financial information for each quarter during the two most recent fiscal years, except in situations with certain retrospective changes.

Other Recent Accounting Pronouncements

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the FASB issued a new accounting update relating to convertible instruments and contracts in an entity’s own equity. For convertible instruments, the accounting update reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. The accounting update amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The accounting update also simplifies the diluted earnings per share calculation in certain areas.

For public business entities, the update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Entities are allowed to apply this update on either a full or modified retrospective basis. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this update.

Simplifying the Accounting for Income Taxes

The FASB issued a new accounting update relating to income taxes.  This update provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.  This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. 
The Company adopted this update on January 1, 2021 and applied the amendment related to franchise taxes that are partially based on income on a modified retrospective basis and all other amendments on a prospective basis. The adoption did not have a material impact on the Company's Consolidated Financial Statements.
XML 47 R32.htm IDEA: XBRL DOCUMENT v3.20.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in millions):  
December 31,
202020192018
As included in the Consolidated Balance Sheets:
Cash and cash equivalents$10,562 $6,312 $2,624 
Restricted cash and cash equivalents included in "Other current assets"20 20 21 
Total cash and cash equivalents and restricted cash and cash equivalents as
shown in the Consolidated Statements of Cash Flows		$10,582 $6,332 $2,645 
XML 48 R33.htm IDEA: XBRL DOCUMENT v3.20.4
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2020
Revenue from Contract with Customer [Abstract]  
Summary of the Activity of Deferred Revenue
The following table summarizes the activity of deferred revenue for online travel reservation services for the years ended December 31, 2020 and 2019 (in millions):
 Year Ended December 31,
20202019
Balance, beginning of year$220 $149 
Revenues recognized from the beginning balance (154)(134)
Cancellations(66)(15)
Payments received from travelers net of amounts estimated to be payable to travel
service providers and other changes		50 220 
Balance, end of year$50 $220 
XML 49 R34.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Activity of restricted stock units
The following table summarizes the activity of restricted stock units for employees and non-employee directors during the year ended December 31, 2020: 
Restricted Stock UnitsSharesWeighted-average Grant-date Fair Value
Unvested at December 31, 2019256,745 $1,801 
Granted222,977 $1,659 
Vested(130,684)$1,822 
Forfeited(43,079)$1,737 
Unvested at December 31, 2020305,959 $1,697 
Activity of performance share units
The following table summarizes the activity of performance share units for employees during the year ended December 31, 2020:
Performance Share UnitsSharesWeighted-average Grant-date Fair Value
Unvested at December 31, 2019216,083 $1,835 
Granted9,040 $2,498 
Vested(82,023)$1,741 
Performance Shares Adjustment *(49,775)$1,944 
Forfeited(8,847)$1,829 
Unvested at December 31, 202084,478 $1,930 
*Probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications.
Estimated vesting of performance share units granted
The following table summarizes the estimated vesting, as of December 31, 2020, of performance share units granted in 2020, 2019 and 2018, net of forfeiture and vesting since the respective grant dates:
Performance Share Units, by grant year202020192018
Shares probable to be issued 9,040 40,843 34,595 
Shares not subject to the achievement of minimum performance thresholds— 40,843 N/A*
Shares that could be issued if maximum performance thresholds are met18,080 108,522 N/A*
* The performance period for the performance share units granted in 2018 ended on December 31, 2020.
Assumptions used to value option grants
The following table summarizes the assumptions used to value option grants granted during the year ended December 31, 2020 using the Black-Scholes options pricing model:
Black-Scholes assumptions
Risk-free interest rate0.56 %
Expected term in years6.4
Expected stock price volatility33.8 %
Expected dividend yield0 %
Activity of outstanding stock options
The following table summarizes the activity for stock options during the year ended December 31, 2020:
Employee Stock OptionsNumber of SharesWeighted-average
Exercise Price		Aggregate
Intrinsic Value (in millions)		Weighted-average Remaining Contractual Term (in years)
Balance, December 31, 201915,122 $484 $24 2.6
Granted163,494 $1,411 
Exercised(13,217)$466 
Forfeited(12,653)$1,411 
Balance, December 31, 2020152,746 $1,401 $126 9.3
Exercisable at December 31, 20201,954 $660 $3 2.1
XML 50 R35.htm IDEA: XBRL DOCUMENT v3.20.4
INVESTMENTS (Tables)
 12 Months Ended
Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]  
Investments
The following table summarizes, by major security type, the Company's investments at December 31, 2020 (in millions):
 
 CostGross
Unrealized
Gains
/Upward Adjustments		Gross
Unrealized
Losses
/Downward Adjustments		Carrying Value
Short-term investments:
Debt securities:
Trip.com Group convertible debt securities $500 $1 $— $501 
Long-term investments:
Investments in private companies:
  Debt securities$200 $— $— $200 
  Equity securities552 3 (100)455 
Other long-term investments:
  Debt securities:
Trip.com Group convertible debt securities25 — (1)24 
  Equity securities463 2,617 — 3,080 
Total$1,240 $2,620 $(101)$3,759 

The following table summarizes, by major security type, the Company's investments at December 31, 2019 (in millions): 
prvCostGross
Unrealized
Gains
/Upward Adjustments		Gross
Unrealized
Losses
/Downward Adjustments		Carrying Value
Short-term investments:
Debt securities:
International government securities$109 $— $— $109 
U.S. government securities138 — — 138 
Corporate debt securities751 1 (1)751 
Total$998 $1 $(1)$998 
Long-term investments:
Investments in private companies:
  Debt securities$250 $— $— $250 
  Equity securities501 — — 501 
Other long-term investments:
  Debt securities:
International government securities68 — — 68 
U.S. government securities136 — (1)135 
Corporate debt securities963 2 (2)963 
Trip.com Group convertible debt securities 775 — (8)767 
  Equity securities1,117 684 (8)1,793 
Total$3,810 $686 $(19)$4,477 
XML 51 R36.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE MEASUREMENTS (Tables)
 12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Financial assets and liabilities carried at fair value and nonrecurring fair value measurements
Financial assets and liabilities carried at fair value at December 31, 2020 and nonrecurring fair value measurements are classified in the categories described in the tables below (in millions):
 Level 1Level 2Level 3Total
Recurring fair value measurements
ASSETS:    
Cash equivalents and restricted cash equivalents:
Money market fund investments$10,208 $— $— $10,208 
Time deposits and certificates of deposit32 — — 32 
Short-term investments:
Trip.com Group convertible debt securities— 501 — 501 
Long-term investments:
Investments in private companies:
Debt securities— — 200 200 
Other long-term investments:
Trip.com Group convertible debt securities — 24 — 24 
Equity securities3,080 — — 3,080 
Derivatives:
Foreign currency exchange derivatives— 9 — 9 
Total assets at fair value$13,320 $534 $200 $14,054 
LIABILITIES
Foreign currency exchange derivatives$— $7 $— $7 
Nonrecurring fair value measurements
Investments in equity securities of private companies (1)
$— $— $404 $404 
Goodwill of the OpenTable and KAYAK reporting unit (2)
— — 1,000 1,000 
Total nonrecurring fair value measurements$— $— $1,404 $1,404 
(1) At March 31, 2020, the investment in Didi Chuxing was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5).
(2) At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. At September 30, 2020, the goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million (see Note 11).
Financial assets and liabilities carried at fair value at December 31, 2019 are classified in the categories described in the tables below (in millions):
 Level 1Level 2Level 3Total
Recurring fair value measurements
ASSETS:    
Cash equivalents and restricted cash equivalents:
Money market fund investments$5,734 $— $— $5,734 
Corporate debt securities— 2 — 2 
Time deposits and certificates of deposit29 — — 29 
Short-term investments:    
International government securities— 109 — 109 
U.S. government securities— 138 — 138 
Corporate debt securities— 751 — 751 
Long-term investments:
Investments in private companies:
Debt securities— — 250 250 
Other long-term investments:
International government securities— 68 — 68 
U.S. government securities— 135 — 135 
Corporate debt securities— 963 — 963 
Trip.com Group convertible debt securities — 767 — 767 
Equity securities1,793 — — 1,793 
Derivatives:
Foreign currency exchange derivatives— 12 — 12 
Total assets at fair value$7,556 $2,945 $250 $10,751 
LIABILITIES
Foreign currency exchange derivatives$— $5 $— $5 
Schedule of derivative instruments
The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at December 31, 2020 and 2019 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheet.
 December 31, 2020December 31, 2019
Estimated fair value of derivative assets$9 $12 
Estimated fair value of derivative liabilities7 5 
Notional amount:
 Foreign currency purchases898 1,770 
 Foreign currency sales839 901 

The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 is as follows (in millions):
For the Year Ended December 31,
202020192018
Losses on foreign currency exchange derivatives $31 $19 $44 
XML 52 R37.htm IDEA: XBRL DOCUMENT v3.20.4
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables)
 12 Months Ended
Dec. 31, 2020
Receivables [Abstract]  
Changes in allowance for expected credit losses for receivables from customers and marketing affiliates The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): 
 For the Year Ended December 31,
 202020192018
Balance, beginning of year$49 $51 $35 
Provision charged to earnings216 69 79 
Write-offs and adjustments(116)(70)(62)
Foreign currency translation adjustments17 (1)(1)
Balance, end of year$166 $49 $51 
XML 53 R38.htm IDEA: XBRL DOCUMENT v3.20.4
NET INCOME PER SHARE (Tables)
 12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share
A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): 
 For the Year Ended December 31,
 202020192018
Weighted-average number of basic common shares outstanding40,974 43,082 47,446 
Weighted-average dilutive stock options, restricted stock units and performance share units
158 203 236 
Assumed conversion of convertible senior notes28 224 335 
Weighted-average number of diluted common and common equivalent shares outstanding
41,160 43,509 48,017 
XML 54 R39.htm IDEA: XBRL DOCUMENT v3.20.4
PROPERTY AND EQUIPMENT, NET (Tables)
 12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Property and equipment, net
Property and equipment, net at December 31, 2020 and 2019 consist of the following (in millions):
 
 20202019Estimated
Useful Lives
(years)
Computer equipment$746 $736 
2 to 6 years
Capitalized software565 442 
2 to 5 years
Leasehold improvements 278 265 
1 to 15 years
Office equipment, furniture and fixtures 63 61 
2 to 8 years
Building construction-in-progress257 161 
Total1,909 1,665  
Less: Accumulated depreciation (1,153)(927) 
Property and equipment, net$756 $738  
XML 55 R40.htm IDEA: XBRL DOCUMENT v3.20.4
LEASES (Tables)
 12 Months Ended
Dec. 31, 2020
Leases [Abstract]  
Operating leases The Company recognized the following related to operating leases in its Consolidated Balance Sheets at December 31, 2020 and 2019 (in millions):
December 31,
Classification in Consolidated Balance Sheet20202019
Operating lease assetsOperating lease assets$529 $620 
Lease Liabilities:
Current operating lease liabilities
Accrued expenses and other current liabilities$159 $161 
Non-current operating lease liabilitiesOperating lease liabilities366 462 
Total operating lease liabilities$525 $623 
Operating lease cost The Company recognized the following related to operating leases in its Consolidated Statements of Operations (in millions):
Year Ended December 31,
Classification in Consolidated Statement of Operations20202019
Lease expense General and administrative and Information technology$194 $183 
Variable lease expense
General and administrative and Information technology46 56 
Less: Sublease income
General and administrative(2)(2)
Total lease expense, net of sublease income
$238 $237 
Operating lease liability maturity As of December 31, 2020, the operating lease liabilities will mature over the following periods (in millions):
2021$168 
2022122 
202374 
202450 
202535 
Thereafter136 
Total remaining lease payments$585 
Less: Imputed interest(60)
Total operating lease liabilities$525 
Operating lease supplemental cash flow
Supplemental cash flow information related to operating leases is as follows (in millions):
Year Ended December 31,
20202019
Cash paid for amounts included in the measurement of lease liabilities$200 $189 
Operating lease assets obtained in exchange for lease liabilities67 155 
"Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease expense from the amortization of the operating lease assets.
XML 56 R41.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS (Tables)
 12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill
The changes in the balance of goodwill for the years ended December 31, 2020 and 2019 consist of the following (in millions): 
 20202019
Balance, beginning of year $2,913 $2,910 
Acquisitions— 7 
Impairments(1,062)— 
Foreign currency translation adjustments44 (4)
Balance, end of year (1)
$1,895 $2,913 
 
(1) The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.
Intangible assets
The Company's intangible assets at December 31, 2020 and 2019 consist of the following (in millions):
 December 31, 2020December 31, 2019 
 Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount		Amortization
Period
Supply and distribution
agreements		$1,136 $(552)$584 $1,100 $(472)$628 
3 - 20 years
Technology174 (144)30 170 (129)41 
2 - 7 years
Internet domain names44 (37)7 40 (32)8 
5 - 20 years
Trade names1,824 (633)1,191 1,811 (534)1,277 
4 -20 years
Other intangible assets2 (2)— 2 (2)— 
Up to 15 years
Total intangible assets$3,180 $(1,368)$1,812 $3,123 $(1,169)$1,954  
Annual estimated amortization expense for intangible assets for the next five years and thereafter
The estimated annual amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in millions):
 
2021$163 
2022160 
2023158 
2024157 
2025152 
Thereafter1,022 
 $1,812 

The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), at March 31, 2020, the Company performed the recoverability test of its long-lived assets and concluded that there was no impairment. At September 30, 2020, for OpenTable and KAYAK, the Company performed the recoverability test of its long-lived assets due to additional impairment indicators and concluded that there was no impairment. At December 31, 2020, no additional impairment indicators were identified for the Company's long-lived assets.
XML 57 R42.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT (Tables)
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Schedule of outstanding debt
Outstanding debt at December 31, 2020 consists of the following (in millions):
 
December 31, 2020Outstanding
Principal
Amount		Unamortized Debt
Discount and Debt
Issuance Cost		Carrying
Value
Current Liabilities:
0.9% Convertible Senior Notes due September 2021
$1,000 $(15)$985 
Long-term debt:
0.8% (€1 Billion) Senior Notes due March 2022
$1,223 $(1)$1,222 
2.15% (€750 Million) Senior Notes due November 2022
919 (4)915 
2.75% Senior Notes due March 2023
500 (1)499 
2.375% (€1 Billion) Senior Notes due September 2024
1,223 (7)1,216 
3.65% Senior Notes due March 2025
500 (2)498 
4.1% Senior Notes due April 2025
1,000 (5)995 
0.75% Convertible Senior Notes due May 2025
863 (128)735 
3.6% Senior Notes due June 2026
1,000 (4)996 
1.8% (€1 Billion) Senior Notes due March 2027
1,223 (2)1,221 
4.5% Senior Notes due April 2027
750 (5)745 
3.55% Senior Notes due March 2028
500 (2)498 
4.625% Senior Notes due April 2030
1,500 (11)1,489 
Total long-term debt$11,201 $(172)$11,029 

Outstanding debt at December 31, 2019 consists of the following (in millions):
 
December 31, 2019Outstanding
Principal
Amount		Unamortized Debt
Discount and Debt
Issuance Cost		Carrying
Value
Current Liabilities:
0.35% Convertible Senior Notes due June 2020
$1,000 $(12)$988 
Long-term debt:
0.9% Convertible Senior Notes due September 2021
$1,000 $(39)$961 
0.8% (€1 Billion) Senior Notes due March 2022
1,123 (3)1,120 
2.15% (€750 Million) Senior Notes due November 2022
842 (3)839 
2.75% Senior Notes due March 2023
500 (2)498 
2.375% (€1 Billion) Senior Notes due September 2024
1,123 (9)1,114 
3.65% Senior Notes due March 2025
500 (2)498 
3.6% Senior Notes due June 2026
1,000 (5)995 
1.8% (€1 Billion) Senior Notes due March 2027
1,123 (5)1,118 
3.55% Senior Notes due March 2028
500 (3)497 
Total long-term debt$7,711 $(71)$7,640 
Summary of interest expenses and weighted-average effective interest rates
The following table summarizes the interest expenses and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt.

For the Year Ended December 31,
202020192018
Coupon interest expense$15 $12 14 
Amortization of debt discount and debt issuance costs54 50 52 
Total interest expenses$69 $62 $66 
Weighted-average effective interest rate3.5 %3.2 %3.2 %
The following table summarizes the interest expenses related to other long-term debt (in millions):
For the Year Ended December 31,
202020192018
Coupon interest expense$264$160$163
Amortization of debt discount and debt issuance costs967
Total interest expenses$273$166$170
Summary of interest expenses The following table summarizes the information related to other long-term debt outstanding at December 31, 2020:
Other Long-term DebtDate of Issuance
Effective Interest Rate(1)
Timing of Interest Payments
0.8% Senior Notes due March 2022
March 20170.94 %Annually in March
2.15% Senior Notes due November 2022
November 20152.27 %Annually in November
2.75% Senior Notes due March 2023
August 20172.88 %Semi-annually in March and September
2.375% Senior Notes due September 2024
September 20142.54 %Annually in September
3.65% Senior Notes due March 2025
March 20153.76 %Semi-annually in March and September
4.1% Senior Notes due April 2025
April 20204.22 %
Semi-annually in April and October
3.6% Senior Notes due June 2026
May 20163.70 %Semi-annually in June and December
1.8% Senior Notes due March 2027
March 20151.86 %Annually in March
4.5% Senior Notes due April 2027
April 20204.63 %
Semi-annually in April and October
3.55% Senior Notes due March 2028
August 20173.63 %Semi-annually in March and September
4.625% Senior Notes due April 2030
April 20204.72 %
Semi-annually in April and October
(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt.
XML 58 R43.htm IDEA: XBRL DOCUMENT v3.20.4
TREASURY STOCK (Tables)
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Summary of stock repurchase activities
The following table summarizes the Company's stock repurchase activities during the years ended December 31, 2020, 2019 and 2018 (in millions, except for shares, which are reflected in thousands):
202020192018
SharesAmountSharesAmountSharesAmount
Authorized stock repurchase programs601 $1,122 4,358 $8,002 3,020 $5,850 
General authorization for shares withheld on stock award vesting84 142 87 151 80 162 
Total685 $1,264 4,445 $8,153 3,100 $6,012 
Shares repurchased in December and settled in following January— $— 19 $40 43 $74 
XML 59 R44.htm IDEA: XBRL DOCUMENT v3.20.4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Tables)
 12 Months Ended
Dec. 31, 2020
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]  
Balances of accumulated other comprehensive income (loss) by component
The table below presents the changes in the balances of accumulated other comprehensive income (loss) ("AOCI") by component for the years ended December 31, 2018, 2019 and 2020 (in millions):
Foreign currency translation adjustments, net of tax
Net unrealized gains (losses) on available-for-sale securities, net of tax (1)
Total AOCI, net of tax
Foreign currency translation
Net investment
hedges (2)
Total, net of taxBefore taxTax (expense) benefitTotal, net of tax
Before tax
Tax benefit (expense)(3)
Before taxTax benefit (expense)
Balance, December 31, 2017$210 $— $(290)$65 $(15)$343 $(90)$253 $238 
Other Comprehensive Income (Loss) ("OCI") before
reclassifications		(319)41 217 (53)(114)(201)2 (199)(313)
OCI for the period(319)41 217 (53)(114)(201)2 (199)(313)
Amounts reclassified to retained earnings (1)
— — — — — (299)58 (241)(241)
Balance, December 31, 2018$(109)$41 $(73)$12 $(129)$(157)$(30)$(187)$(316)
OCI before reclassifications(77)13 71 (17)(10)161 (37)124 114 
Amounts reclassified to
  net income (4)
— — — — — (11)22 11 11 
OCI for the period(77)13 71 (17)(10)150 (15)135 125 
Balance, December 31, 2019$(186)$54 $(2)$(5)$(139)$(7)$(45)$(52)$(191)
OCI before reclassifications197 (7)(182)42 50 6 (1)5 55 
Amounts reclassified to
  net income (4)
— — — — — 4 14 18 18 
OCI for the period197 (7)(182)42 50 10 13 23 73 
Balance, December 31, 2020$11 $47 $(184)$37 $(89)$3 $(32)$(29)$(118)
(1)         Upon the adoption of the accounting update on financial instruments on January 1, 2018, the Company reclassified net unrealized gains, net of tax, of $241 million ($299 million before tax) related to marketable equity securities from AOCI to retained earnings. Changes in fair value of marketable equity securities subsequent to January 1, 2018 are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets (see Note 2).
(2)         Net investment hedges balance, net of tax, at December 31, 2020 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge against the impact of currency fluctuations on the net assets of a Euro functional currency subsidiary (see Notes 2 and 12).
(3)         The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act.
(4)         The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. For the year ended December 31, 2020, the reclassified tax expenses include a tax expense of $15 million related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes (see Note 5). For the year ended December 31, 2019, the reclassified tax expenses include a tax expense of $21 million related to the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes.
XML 60 R45.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Income tax expense (benefit)
The income tax expense (benefit) for the year ended December 31, 2020 is as follows (in millions):
 
 CurrentDeferredTotal
International$320 $(62)$258 
U.S. Federal(9)296 287 
U.S. State(16)(21)(37)
Total$295 $213 $508 
 
The income tax expense (benefit) for the year ended December 31, 2019 is as follows (in millions):
 
 CurrentDeferredTotal
International$915 $(12)$903 
U.S. Federal22 166 188 
U.S. State34 (32)2 
Total$971 $122 $1,093 
 
The income tax expense (benefit) for the year ended December 31, 2018 is as follows (in millions):
 
 CurrentDeferredTotal
International$887 $(3)$884 
U.S. Federal45 (107)(62)
U.S. State55 (40)15 
Total$987 $(150)$837 
Tax effects of temporary differences that give rise to significant portions of deterred tax assets and liabilities
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in millions):
 
 20202019
Deferred tax assets/(liabilities):  
Net operating loss carryforward — U.S.$67 $37 
Net operating loss carryforward — International81 15 
Accrued expenses47 35 
Stock-based compensation and other stock based payments40 49 
Foreign currency translation adjustment29 36 
Tax credits9 14 
Euro-denominated debt77 — 
Operating lease liabilities43 38 
Property and equipment11 31 
Subtotal - deferred tax assets404 255 
Discount on convertible notes(29)(10)
Intangible assets and other(119)(133)
Euro-denominated debt— (14)
State income tax on accumulated unremitted international earnings(5)(8)
Unrealized gains on investments(550)(191)
Operating lease assets(38)(35)
Installment sale liability(263)(284)
Other(14)(11)
Subtotal - deferred tax liabilities(1,018)(686)
Valuation allowance on deferred tax assets
(58)(45)
Net deferred tax liabilities (1)
$(672)$(476)
  
(1)  Includes deferred tax assets of $455 million and $400 million at December 31, 2020 and 2019, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets.
Schedule of effective income tax rate reconciliation
The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21% for the years ended December 31, 2020, 2019 and 2018 as a result of the following items (in millions):
 
 202020192018
Income tax expense at U.S. federal statutory rate$119 $1,251 $1,015 
Adjustment due to:   
Foreign rate differential55 210 210 
Innovation Box Tax benefit(79)(443)(435)
Goodwill impairment228 — — 
Stock-based compensation32 23 12 
Federal GILTI73 36 35 
State income tax (benefit) expense(31)9 1 
Valuation allowance36 1 (3)
Uncertain tax positions64 11 (4)
Tax Act - Remeasurement of deferred tax balances— — (2)
Tax Act - U.S. transition tax benefit and other transition impacts(8)(17)(46)
Other19 12 54 
Income tax expense$508 $1,093 $837 
Reconciliation of unrecognized tax benefits
The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in millions): 
 202020192018
Unrecognized tax benefit — January 1$56 $45 $32 
Gross increases — tax positions in current period2 3 1 
Gross increases — tax positions in prior periods48 11 19 
Gross decreases — tax positions in prior periods(11)(3)(3)
Reduction due to lapse in statute of limitations— — (2)
Reduction due to settlements during the current period(11)— (2)
Unrecognized tax benefit — December 31$84 $56 $45 
XML 61 R46.htm IDEA: XBRL DOCUMENT v3.20.4
GEOGRAPHIC INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
Geographic information on revenues The Company's geographic information on revenues is as follows (in millions): 
United
 States
InternationalTotal
Company
For the year ended:
The Netherlands
Other
December 31, 2020$783 $5,264 $749 $6,796 
December 31, 20191,537 11,686 1,843 15,066 
December 31, 20181,536 11,348 1,643 14,527 
Property and equipment, excluding capitalized software, and operating lease assets by geographic area
The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2020 and 2019 (in millions):
United
 States
InternationalTotal
Company
The NetherlandsUnited KingdomOther
    
December 31, 2020$186 $499 $85 $278 $1,048 
December 31, 2019216 484 137 327 1,164 
XML 62 R47.htm IDEA: XBRL DOCUMENT v3.20.4
OTHER INCOME (EXPENSE), NET (Tables)
 12 Months Ended
Dec. 31, 2020
Other Income and Expenses [Abstract]  
Components of other income (expense), net
The components of other income (expense), net included the following (in millions):

Year Ended December 31,
202020192018
Interest and dividend income$54 $152 $187 
Net gains (losses) on marketable equity securities (1)
1,811 745 (367)
Impairment of investment (1)
(100)— — 
Foreign currency transaction losses(207)(31)(53)
Other (4)13 (4)
Other income (expense), net$1,554 $879 $(237)
(1) See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment.
XML 63 R48.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS DESCRIPTION (Details)
Dec. 31, 2020
brand
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of consumer-facing brands 6
XML 64 R49.htm IDEA: XBRL DOCUMENT v3.20.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Accounting Policies [Abstract]        
Cash and cash equivalents $ 10,562 $ 6,312 $ 2,624  
Restricted cash and cash equivalents included in "Other current assets" 20 20 21  
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows $ 10,582 $ 6,332 $ 2,645 $ 2,563
XML 65 R50.htm IDEA: XBRL DOCUMENT v3.20.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
$ in Millions
 1 Months Ended 12 Months Ended
Apr. 30, 2020
USD ($)
Dec. 31, 2020
USD ($)
segment
Dec. 31, 2019
USD ($)
segment
Dec. 31, 2018
USD ($)
segment
Dec. 31, 2017
USD ($)
Accounting Policies [Line Items]          
Proceeds from the issuance of long-term debt $ 4,100 $ 4,108 $ 0 $ 0  
Equity   4,893 5,933 $ 8,785 $ 11,261
Accrued performance advertising liabilities   156 333    
Accrued compensation liabilities   $ 333 $ 344    
Number of operating segments | segment   4 4 6  
Number of reportable segments | segment   1      
Cumulative effect of adoption of accounting standards updates          
Accounting Policies [Line Items]          
Equity     $ (3)   189
Retained Earnings          
Accounting Policies [Line Items]          
Equity   $ 23,288 23,232 $ 18,367 13,939
Retained Earnings | Cumulative effect of adoption of accounting standards updates          
Accounting Policies [Line Items]          
Equity     $ (3)   430
Retained Earnings | Cumulative effect of adoption of accounting standards updates | Accounting Standards Update 2014-09          
Accounting Policies [Line Items]          
Equity         $ 189
Maximum          
Accounting Policies [Line Items]          
Term of available-for-sale debt securities   5 years      
Renewal terms   9 years      
XML 66 R51.htm IDEA: XBRL DOCUMENT v3.20.4
REVENUE - Disaggregation of Revenue (Details) - Product Concentration Risk - Revenue Benchmark
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Online accommodation reservation services      
Disaggregation of Revenue [Line Items]      
Concentration Risk, Percentage 88.00% 87.00% 87.00%
Other sources of online travel reservation services and advertising and other revenues | Maximum      
Disaggregation of Revenue [Line Items]      
Concentration Risk, Percentage 10.00% 10.00% 10.00%
XML 67 R52.htm IDEA: XBRL DOCUMENT v3.20.4
REVENUE - Summary of the Activity of Deferred Revenue (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Disaggregation of Revenue [Line Items]    
Time period from the reservation date that performance obligations are expected to be completed one year  
Online Travel Reservation Services    
Movement in Deferred Revenue [Roll Forward]    
Revenues recognized from the beginning balance $ (154) $ (134)
Cancellations (66) (15)
Payments received from travelers net of amounts estimated to be payable to travel service providers and other changes 50 220
Online Travel Reservation Services | Deferred Merchant Bookings    
Movement in Deferred Revenue [Roll Forward]    
Balance, beginning of year 220 149
Balance, end of year $ 50 $ 220
XML 68 R53.htm IDEA: XBRL DOCUMENT v3.20.4
REVENUE - Loyalty and Other Incentive Programs (Details) - USD ($)
$ in Millions
 1 Months Ended 12 Months Ended
Mar. 31, 2018
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Disaggregation of Revenue [Line Items]        
Revenues   $ (6,796) $ (15,066) $ (14,527)
Loyalty Incentive Programs | OpenTable        
Disaggregation of Revenue [Line Items]        
Reward expiration period 3 years 3 years    
Decrease in liability balance with a corresponding increase to revenue $ (27) $ (28)    
Loyalty Incentive Programs | Accrued expenses and other current liabilities        
Disaggregation of Revenue [Line Items]        
Liabilities for loyalty program incentives   21 80  
Other Incentive Programs | Accrued expenses and other current liabilities        
Disaggregation of Revenue [Line Items]        
Liabilities for loyalty program incentives   60 $ 22  
Other Incentive Programs - Additional Rebates | Booking.com        
Disaggregation of Revenue [Line Items]        
Liabilities for loyalty program incentives   25    
Revenues   $ 100    
XML 69 R54.htm IDEA: XBRL DOCUMENT v3.20.4
REVENUE - Impact of COVID-19 (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2020
USD ($)
Revenue from Contract with Customer [Abstract]  
Reduction in revenue for refunds paid or estimated to be payable $ 44
XML 70 R55.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Jan. 31, 2021
May 31, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Tax benefit for stock-based compensation     $ 30 $ 38 $ 36
Restricted stock units and performance share units aggregate grant-date fair value     392 380 337
Aggregate fair value of performance share units and restricted stock units vested during the period     358 373 415
Options aggregate grant-date fair value     $ 79    
Weighted-average grant-date fair value per option (in dollars per share)     $ 485    
Aggregate intrinsic value of stock options exercised     $ 15 20 5
Executive Officers          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Number of stock options granted   0      
Performance Share Units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Reduction in stock-based compensation expense due to significant decline in estimated performance due to the impact of COVID-19 pandemic     $ 73    
Vesting period     3 years    
Performance Share Units | Adjustment for change in estimated probable outcome at the end of the performance period          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation     $ (71) (4) 48
Performance Share Units | 2018 Grants          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Additional stock-based compensation expense to be recognized over the remaining requisite service period     11    
Performance Share Units | 2018 and 2019 Grants | Subsequent Event          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Additional stock-based compensation expense to be recognized over the remaining requisite service period $ 40        
Restricted Stock Units and Performance Share Units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Total future compensation cost related to unvested share-based awards     $ 384    
Total future compensation cost related to unvested share-based awards, expected period of recognition     1 year 10 months 24 days    
Stock Options          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Total future compensation cost related to unvested share-based awards     $ 57    
Total future compensation cost related to unvested share-based awards, expected period of recognition     2 years 2 months 12 days    
Number of stock options granted     163,494    
Grant term (in years)     10 years    
Personnel Expenses          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation     $ 233 $ 308 $ 317
1999 Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares available to be issued under the plan (in shares)     1,614,570    
Other plans assumed in acquisitions          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares available to be issued under the plan (in shares)     52,192    
XML 71 R56.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION - Summary of the Activity of Restricted Stock Units for Employees and Non-Employee Directors (Details) - Restricted Stock Units
 12 Months Ended
Dec. 31, 2020
$ / shares
shares
Shares  
Unvested, beginning of period (in shares) | shares 256,745
Granted (in shares) | shares 222,977
Vested (in shares) | shares (130,684)
Forfeited (in shares) | shares (43,079)
Unvested, end of period (in shares) | shares 305,959
Weighted-average Grant-date Fair Value  
Unvested, beginning of period (in dollars per share) | $ / shares $ 1,801
Granted (in dollars per share) | $ / shares 1,659
Vested (in dollars per share) | $ / shares 1,822
Forfeited (in dollars per share) | $ / shares 1,737
Unvested, end of period (in dollars per share) | $ / shares $ 1,697
Minimum  
Weighted-average Grant-date Fair Value  
Vesting period 1 year
Maximum  
Weighted-average Grant-date Fair Value  
Vesting period 3 years
XML 72 R57.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION - Summary of the Activity of Performance Share Units for Employees (Details) - Performance Share Units
 12 Months Ended
Dec. 31, 2020
$ / shares
shares
Shares  
Unvested, beginning of period (in shares) | shares 216,083
Granted (in shares) | shares 9,040
Vested (in shares) | shares (82,023)
Performance Shares Adjustment (in shares) | shares (49,775) [1]
Forfeited (in shares) | shares (8,847)
Unvested, end of period (in shares) | shares 84,478
Weighted-average Grant-date Fair Value  
Unvested, beginning of period (in dollars per share) | $ / shares $ 1,835
Granted (in dollars per share) | $ / shares 2,498
Vested (in dollars per share) | $ / shares 1,741
Performance Share Adjustment (in dollars per share) | $ / shares 1,944 [1]
Forfeited (in dollars per share) | $ / shares 1,829
Unvested, end of period (in dollars per share) | $ / shares $ 1,930
[1] Probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications.
XML 73 R58.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION - Summary of Estimated Vesting of Performance Share Units (Details) - Performance Share Units - shares
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested units (in shares) 84,478 216,083
2020 | Shares probable to be issued    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested units (in shares) 9,040  
2020 | Shares not subject to the achievement of minimum performance thresholds    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested units (in shares) 0  
2020 | Shares that could be issued if maximum performance thresholds are met    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested units (in shares) 18,080  
2019 | Shares probable to be issued    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested units (in shares) 40,843  
2019 | Shares not subject to the achievement of minimum performance thresholds    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested units (in shares) 40,843  
2019 | Shares that could be issued if maximum performance thresholds are met    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested units (in shares) 108,522  
2018 | Shares probable to be issued    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested units (in shares) 34,595  
XML 74 R59.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used to Value Options Granted (Details) - Stock Options
 12 Months Ended
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Risk-free interest rate 0.56%
Expected term in years 6 years 4 months 24 days
Expected stock price volatility 33.80%
Expected dividend yield 0.00%
XML 75 R60.htm IDEA: XBRL DOCUMENT v3.20.4
STOCK-BASED COMPENSATION - Summary of Activity for Stock Options (Details) - Employee Stock Option - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Number of Shares    
Balance, beginning of period (in shares) 15,122  
Granted (in shares) 163,494  
Exercised (in shares) (13,217)  
Forefeited, (in shares) (12,653)  
Balance, end of period (in shares) 152,746 15,122
Exercisable, (in shares) 1,954  
Weighted-average Exercise Price    
Balance, beginning of period (in dollars per share) $ 484  
Granted (in dollars per share) 1,411  
Exercised (in dollars per share) 466  
Forfeited (in dollars per share) 1,411  
Balance, end of period (in dollars per share) 1,401 $ 484
Exercisable (in dollars per share) $ 660  
Aggregate Intrinsic Value (in millions)    
Balance $ 126 $ 24
Exercisable $ 3  
Weighted-average Remaining Contractual Term (in years)    
Balance 9 years 3 months 18 days 2 years 7 months 6 days
Exercisable 2 years 1 month 6 days  
XML 76 R61.htm IDEA: XBRL DOCUMENT v3.20.4
INVESTMENTS - Summary of Investments by Major Security Type (Details) - USD ($)
$ in Millions
Dec. 31, 2020
May 31, 2020
Dec. 31, 2019
Aug. 31, 2019
Total        
Carrying Value $ 3,759   $ 4,477  
Convertible debt securities | Trip.com Group        
Debt securities        
Cost 525 $ 250   $ 500
Short-term Investments        
Debt securities        
Cost     998  
Gross Unrealized Gains /Upward Adjustments     1  
Gross Unrealized Losses /Downward Adjustments     (1)  
Carrying Value     998  
Short-term Investments | Convertible debt securities | Trip.com Group        
Debt securities        
Cost 500      
Gross Unrealized Gains /Upward Adjustments 1      
Gross Unrealized Losses /Downward Adjustments 0      
Carrying Value 501      
Short-term Investments | International government securities        
Debt securities        
Cost     109  
Gross Unrealized Gains /Upward Adjustments     0  
Gross Unrealized Losses /Downward Adjustments     0  
Carrying Value     109  
Short-term Investments | U.S. government securities        
Debt securities        
Cost     138  
Gross Unrealized Gains /Upward Adjustments     0  
Gross Unrealized Losses /Downward Adjustments     0  
Carrying Value     138  
Short-term Investments | Corporate debt securities        
Debt securities        
Cost     751  
Gross Unrealized Gains /Upward Adjustments     1  
Gross Unrealized Losses /Downward Adjustments     (1)  
Carrying Value     751  
Long-term Investments        
Total        
Cost 1,240   3,810  
Gross Unrealized Gains /Upward Adjustments 2,620   686  
Gross Unrealized Losses /Downward Adjustments (101)   (19)  
Carrying Value 3,759   4,477  
Long-term Investments | Trip.com Group        
Equity securities - other investments        
Cost     655  
Carrying Value     726  
Long-term Investments | Convertible debt securities | Trip.com Group        
Debt securities        
Cost 25   775  
Gross Unrealized Gains /Upward Adjustments 0   0  
Gross Unrealized Losses /Downward Adjustments (1)   (8)  
Carrying Value 24   767  
Long-term Investments | International government securities        
Debt securities        
Cost     68  
Gross Unrealized Gains /Upward Adjustments     0  
Gross Unrealized Losses /Downward Adjustments     0  
Carrying Value     68  
Long-term Investments | U.S. government securities        
Debt securities        
Cost     136  
Gross Unrealized Gains /Upward Adjustments     0  
Gross Unrealized Losses /Downward Adjustments     (1)  
Carrying Value     135  
Long-term Investments | Corporate debt securities        
Debt securities        
Cost     963  
Gross Unrealized Gains /Upward Adjustments     2  
Gross Unrealized Losses /Downward Adjustments     (2)  
Carrying Value     963  
Long-term Investments | Investments in private companies, debt securities        
Debt securities        
Cost 200   250  
Gross Unrealized Gains /Upward Adjustments 0   0  
Gross Unrealized Losses /Downward Adjustments 0   0  
Carrying Value 200   250  
Long-term Investments | Investments in private companies, equity securities        
Equity securities - investments in private companies        
Cost 552   501  
Gross Unrealized Gains /Upward Adjustments 3   0  
Gross Unrealized Losses /Downward Adjustments (100)   0  
Carrying Value 455   501  
Long-term Investments | Equity securities        
Equity securities - other investments        
Cost 463   1,117  
Gross Unrealized Gains /Upward Adjustments 2,617   684  
Gross Unrealized Losses /Downward Adjustments 0   (8)  
Carrying Value $ 3,080   $ 1,793  
XML 77 R62.htm IDEA: XBRL DOCUMENT v3.20.4
INVESTMENTS - Narrative (Details) - USD ($)
$ in Millions
 1 Months Ended 3 Months Ended 12 Months Ended
May 31, 2020
Mar. 31, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Aug. 31, 2019
Schedule of Investments [Line Items]              
Net gains (losses) on marketable equity securities [1]     $ 1,811 $ 745 $ (367)    
Impairment of investment [1]     100 0 0    
Short-term Investments              
Schedule of Investments [Line Items]              
Investment in debt securities       998      
Investments in private companies accounted for as debt securities       998      
Trip.com Group              
Schedule of Investments [Line Items]              
Proceeds from sale and maturity of marketable securities     525        
Equity securities, net realized loss     201        
Equity securities, net unrealized gains       141      
Equity securities, net unrealized loss         368    
Trip.com Group | Long-term Investments              
Schedule of Investments [Line Items]              
Investment in equity securities       655      
Fair value of investment in equity securities       726      
Meituan              
Schedule of Investments [Line Items]              
Equity securities, net unrealized gains     2,000 602 $ 1    
Payments to Acquire Other Investments           $ 450  
Meituan | Long-term Investments              
Schedule of Investments [Line Items]              
Fair value of investment in equity securities     3,100 1,100      
Government and corporate debt securities              
Schedule of Investments [Line Items]              
Cash realized from the sales and maturities of investments in debt securities     2,200        
Convertible debt securities | Trip.com Group              
Schedule of Investments [Line Items]              
Investment in debt securities $ 250   525       $ 500
Proceeds from maturities of debt securities $ 250            
Convertible debt securities | Trip.com Group | Long-term Investments              
Schedule of Investments [Line Items]              
Investment in debt securities     25 775      
Investments in private companies accounted for as debt securities     24 767      
Convertible debt securities | Trip.com Group | Short-term Investments              
Schedule of Investments [Line Items]              
Investment in debt securities     500        
Investments in private companies accounted for as debt securities     501        
Investments in private companies, equity securities | Long-term Investments              
Schedule of Investments [Line Items]              
Investment in equity securities of private companies     552 501      
Fair value of investment in equity securities of private companies     455 501      
Investments in private companies, equity securities | Didi Chuxing | Long-term Investments              
Schedule of Investments [Line Items]              
Investment in equity securities of private companies       500      
Fair value of investment in equity securities of private companies   $ 400 400        
Impairment of investment   $ 100          
Investments in private companies, equity securities | Investment in a private company | Long-term Investments              
Schedule of Investments [Line Items]              
Fair value of investment in equity securities of private companies     51        
Redeemable convertible preferred stock | Long-term Investments              
Schedule of Investments [Line Items]              
Investment in debt securities     200 250      
Investments in private companies accounted for as debt securities     $ 200 $ 250      
[1] See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment.
XML 78 R63.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Sep. 30, 2020
Mar. 31, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
LIABILITIES:          
Impairment of investment [1]     $ 100 $ 0 $ 0
Impairment of goodwill     1,062 0 0
Goodwill     1,895 [2] 2,913 [2] $ 2,910
OpenTable and KAYAK          
LIABILITIES:          
Impairment of goodwill $ 573 $ 489 1,062 0  
Goodwill $ 1,000 1,500      
Investments in private companies, equity securities | Long-term investments          
LIABILITIES:          
Carrying Value     455 501  
Investments in private companies, equity securities | Long-term investments | Didi Chuxing          
LIABILITIES:          
Impairment of investment   100      
Carrying Value   400 400    
Investments in private companies, equity securities | Long-term investments | Investment in a private company          
LIABILITIES:          
Carrying Value     51    
Recurring fair value measurements          
ASSETS:          
Total assets at fair value     14,054 10,751  
Recurring fair value measurements | Foreign currency exchange derivatives | Not designated as hedging instrument          
ASSETS:          
Total assets at fair value     9 12  
LIABILITIES:          
Total liabilities at fair value     7 5  
Recurring fair value measurements | Money market fund investments | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value     10,208 5,734  
Recurring fair value measurements | Time deposits and certificates of deposit | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value     32 29  
Recurring fair value measurements | International government securities | Short-term Investments          
ASSETS:          
Total assets at fair value       109  
Recurring fair value measurements | International government securities | Long-term investments          
ASSETS:          
Total assets at fair value       68  
Recurring fair value measurements | U.S. government securities | Short-term Investments          
ASSETS:          
Total assets at fair value       138  
Recurring fair value measurements | U.S. government securities | Long-term investments          
ASSETS:          
Total assets at fair value       135  
Recurring fair value measurements | Corporate debt securities | Short-term Investments          
ASSETS:          
Total assets at fair value       751  
Recurring fair value measurements | Corporate debt securities | Long-term investments          
ASSETS:          
Total assets at fair value       963  
Recurring fair value measurements | Corporate debt securities | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value       2  
Recurring fair value measurements | Convertible debt securities | Short-term Investments | Trip.com Group          
ASSETS:          
Total assets at fair value     501    
Recurring fair value measurements | Convertible debt securities | Long-term investments | Trip.com Group          
ASSETS:          
Total assets at fair value     24 767  
Recurring fair value measurements | Investments in private companies, debt securities | Long-term investments          
ASSETS:          
Total assets at fair value     200 250  
Recurring fair value measurements | Equity securities | Long-term investments          
ASSETS:          
Total assets at fair value     3,080 1,793  
Recurring fair value measurements | Level 1          
ASSETS:          
Total assets at fair value     13,320 7,556  
Recurring fair value measurements | Level 1 | Foreign currency exchange derivatives | Not designated as hedging instrument          
ASSETS:          
Total assets at fair value     0 0  
LIABILITIES:          
Total liabilities at fair value     0 0  
Recurring fair value measurements | Level 1 | Money market fund investments | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value     10,208 5,734  
Recurring fair value measurements | Level 1 | Time deposits and certificates of deposit | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value     32 29  
Recurring fair value measurements | Level 1 | International government securities | Short-term Investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 1 | International government securities | Long-term investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 1 | U.S. government securities | Short-term Investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 1 | U.S. government securities | Long-term investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 1 | Corporate debt securities | Short-term Investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 1 | Corporate debt securities | Long-term investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 1 | Corporate debt securities | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 1 | Convertible debt securities | Short-term Investments | Trip.com Group          
ASSETS:          
Total assets at fair value     0    
Recurring fair value measurements | Level 1 | Convertible debt securities | Long-term investments | Trip.com Group          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 1 | Investments in private companies, debt securities | Long-term investments          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 1 | Equity securities | Long-term investments          
ASSETS:          
Total assets at fair value     3,080 1,793  
Recurring fair value measurements | Level 2          
ASSETS:          
Total assets at fair value     534 2,945  
Recurring fair value measurements | Level 2 | Foreign currency exchange derivatives | Not designated as hedging instrument          
ASSETS:          
Total assets at fair value     9 12  
LIABILITIES:          
Total liabilities at fair value     7 5  
Recurring fair value measurements | Level 2 | Money market fund investments | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 2 | Time deposits and certificates of deposit | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 2 | International government securities | Short-term Investments          
ASSETS:          
Total assets at fair value       109  
Recurring fair value measurements | Level 2 | International government securities | Long-term investments          
ASSETS:          
Total assets at fair value       68  
Recurring fair value measurements | Level 2 | U.S. government securities | Short-term Investments          
ASSETS:          
Total assets at fair value       138  
Recurring fair value measurements | Level 2 | U.S. government securities | Long-term investments          
ASSETS:          
Total assets at fair value       135  
Recurring fair value measurements | Level 2 | Corporate debt securities | Short-term Investments          
ASSETS:          
Total assets at fair value       751  
Recurring fair value measurements | Level 2 | Corporate debt securities | Long-term investments          
ASSETS:          
Total assets at fair value       963  
Recurring fair value measurements | Level 2 | Corporate debt securities | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value       2  
Recurring fair value measurements | Level 2 | Convertible debt securities | Short-term Investments | Trip.com Group          
ASSETS:          
Total assets at fair value     501    
Recurring fair value measurements | Level 2 | Convertible debt securities | Long-term investments | Trip.com Group          
ASSETS:          
Total assets at fair value     24 767  
Recurring fair value measurements | Level 2 | Investments in private companies, debt securities | Long-term investments          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 2 | Equity securities | Long-term investments          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 3          
ASSETS:          
Total assets at fair value     200 250  
Recurring fair value measurements | Level 3 | Foreign currency exchange derivatives | Not designated as hedging instrument          
ASSETS:          
Total assets at fair value     0 0  
LIABILITIES:          
Total liabilities at fair value     0 0  
Recurring fair value measurements | Level 3 | Money market fund investments | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 3 | Time deposits and certificates of deposit | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 3 | International government securities | Short-term Investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 3 | International government securities | Long-term investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 3 | U.S. government securities | Short-term Investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 3 | U.S. government securities | Long-term investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 3 | Corporate debt securities | Short-term Investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 3 | Corporate debt securities | Long-term investments          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 3 | Corporate debt securities | Cash equivalents and restricted cash equivalents          
ASSETS:          
Total assets at fair value       0  
Recurring fair value measurements | Level 3 | Convertible debt securities | Short-term Investments | Trip.com Group          
ASSETS:          
Total assets at fair value     0    
Recurring fair value measurements | Level 3 | Convertible debt securities | Long-term investments | Trip.com Group          
ASSETS:          
Total assets at fair value     0 0  
Recurring fair value measurements | Level 3 | Investments in private companies, debt securities | Long-term investments          
ASSETS:          
Total assets at fair value     200 250  
Recurring fair value measurements | Level 3 | Equity securities | Long-term investments          
ASSETS:          
Total assets at fair value     0 $ 0  
Nonrecurring fair value measurements          
ASSETS:          
Total assets at fair value     1,404    
Nonrecurring fair value measurements | Investments in private companies, equity securities | Long-term investments          
ASSETS:          
Total assets at fair value [3]     404    
Nonrecurring fair value measurements | Investments in private companies, equity securities | Long-term investments | Didi Chuxing          
ASSETS:          
Total assets at fair value   $ 400      
Nonrecurring fair value measurements | Goodwill | OpenTable and KAYAK          
ASSETS:          
Total assets at fair value [4]     1,000    
Nonrecurring fair value measurements | Level 1          
ASSETS:          
Total assets at fair value     0    
Nonrecurring fair value measurements | Level 1 | Investments in private companies, equity securities | Long-term investments          
ASSETS:          
Total assets at fair value [3]     0    
Nonrecurring fair value measurements | Level 1 | Goodwill | OpenTable and KAYAK          
ASSETS:          
Total assets at fair value [4]     0    
Nonrecurring fair value measurements | Level 2          
ASSETS:          
Total assets at fair value     0    
Nonrecurring fair value measurements | Level 2 | Investments in private companies, equity securities | Long-term investments          
ASSETS:          
Total assets at fair value [3]     0    
Nonrecurring fair value measurements | Level 2 | Goodwill | OpenTable and KAYAK          
ASSETS:          
Total assets at fair value [4]     0    
Nonrecurring fair value measurements | Level 3          
ASSETS:          
Total assets at fair value     1,404    
Nonrecurring fair value measurements | Level 3 | Investments in private companies, equity securities | Long-term investments          
ASSETS:          
Total assets at fair value [3]     404    
Nonrecurring fair value measurements | Level 3 | Goodwill | OpenTable and KAYAK          
ASSETS:          
Total assets at fair value [4]     $ 1,000    
[1] See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment.
[2] The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.
[3] At March 31, 2020, the investment in Didi Chuxing was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5).
[4] At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. At September 30, 2020, the goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million (see Note 11).
XML 79 R64.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE MEASUREMENTS - Investments (Details)
$ in Millions
Dec. 31, 2020
USD ($)
Mar. 31, 2020
USD ($)
Years
Dec. 31, 2019
USD ($)
Recurring Basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Estimated fair value of derivative assets $ 14,054   $ 10,751
Level 3 | Recurring Basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Estimated fair value of derivative assets 200   250
Investments in private companies, equity securities | Long-term Investments      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of investment in equity securities of private companies 455   501
Investments in private companies, debt securities | Long-term Investments | Recurring Basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Estimated fair value of derivative assets 200   250
Investments in private companies, debt securities | Long-term Investments | Level 3 | Recurring Basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Estimated fair value of derivative assets 200   250
Didi Chuxing | Discount Rate | Minimum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value measurement, inputs (percentages)   12.00%  
Didi Chuxing | Discount Rate | Maximum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value measurement, inputs (percentages)   14.00%  
Didi Chuxing | EBITDA Multiple | Minimum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value measurement, inputs (number)   13  
Didi Chuxing | EBITDA Multiple | Maximum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value measurement, inputs (number)   15  
Didi Chuxing | Price Volatility | Minimum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value measurement, inputs (percentages)   60.00%  
Didi Chuxing | Price Volatility | Maximum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value measurement, inputs (percentages)   70.00%  
Didi Chuxing | Expected Term      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value measurement, inputs (number) | Years   4  
Didi Chuxing | Investments in private companies, equity securities | Long-term Investments      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of investment in equity securities of private companies 400 $ 400  
Grab | Redeemable convertible preferred stock | Long-term Investments | Level 3 | Recurring Basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Estimated fair value of derivative assets $ 200   $ 200
XML 80 R65.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE MEASUREMENTS - Estimated Fair Values and Notional Amounts of Derivatives (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Derivative [Line Items]      
Losses on foreign currency exchange derivatives $ 31 $ 19 $ 44
Recurring Basis      
Derivative [Line Items]      
Estimated fair value of derivative assets 14,054 10,751  
Not Designated as Hedging Instrument | Recurring Basis | Foreign currency exchange derivatives      
Derivative [Line Items]      
Estimated fair value of derivative assets 9 12  
Estimated fair value of derivative liabilities 7 5  
Level 2 | Recurring Basis      
Derivative [Line Items]      
Estimated fair value of derivative assets 534 2,945  
Level 2 | Not Designated as Hedging Instrument | Recurring Basis | Foreign currency exchange derivatives      
Derivative [Line Items]      
Estimated fair value of derivative assets 9 12  
Estimated fair value of derivative liabilities 7 5  
Foreign currency purchases | Not Designated as Hedging Instrument | Foreign currency exchange derivatives      
Derivative [Line Items]      
Notional amount: 898 1,770  
Foreign currency sales | Not Designated as Hedging Instrument | Foreign currency exchange derivatives      
Derivative [Line Items]      
Notional amount: $ 839 $ 901  
XML 81 R66.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE MEASUREMENTS - Other Financial Assets and Liabilities (Details) - Trip.com Group - Convertible debt securities - USD ($)
$ in Millions
Dec. 31, 2020
May 31, 2020
Dec. 31, 2019
Aug. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Investment in debt securities $ 525 $ 250   $ 500
Long-term Investments        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Investment in debt securities $ 25   $ 775  
XML 82 R67.htm IDEA: XBRL DOCUMENT v3.20.4
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Receivables from customers, gross, current $ 510 $ 1,200  
Receivables from marketing affiliates, gross, current 32 110  
Accounts receivable, credit loss expense 216 69 $ 79
Prepaid expenses, allowance for credit loss 55 6  
Prepaid expenses, net      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Prepayments to certain customers 107 232  
Other assets, net      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Prepayments to certain customers 45    
Sales and other expenses      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Provision for other credit losses 230 $ 69  
Sales and other expenses | Prepayments to customers      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Provision for other credit losses 51    
Merchant revenue      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Accounts receivable, credit loss expense $ 37    
XML 83 R68.htm IDEA: XBRL DOCUMENT v3.20.4
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Receivables (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance, beginning of year $ 49 $ 51 $ 35
Provision charged to earnings 216 69 79
Write-offs and adjustments (116) (70) (62)
Foreign currency translation adjustments 17 (1) (1)
Balance, end of year $ 166 $ 49 $ 51
XML 84 R69.htm IDEA: XBRL DOCUMENT v3.20.4
NET INCOME PER SHARE (Details) - shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Earnings Per Share [Abstract]      
Weighted-average number of basic common shares outstanding 40,974,000 43,082,000 47,446,000
Weighted-average dilutive stock options, restricted stock units and performance share units 158,000 203,000 236,000
Assumed conversion of convertible senior notes 28,000 224,000 335,000
Weighted-average number of diluted common and common equivalent shares outstanding 41,160,000 43,509,000 48,017,000
Antidilutive securities excluded from computation of earnings per share, amount 125,000    
XML 85 R70.htm IDEA: XBRL DOCUMENT v3.20.4
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 1,909 $ 1,665
Less: Accumulated depreciation (1,153) (927)
Property and equipment, net 756 738
Computer equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 746 736
Computer equipment | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives (years) 2 years  
Computer equipment | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives (years) 6 years  
Capitalized software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 565 442
Capitalized software | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives (years) 2 years  
Capitalized software | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives (years) 5 years  
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 278 265
Leasehold improvements | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives (years) 1 year  
Leasehold improvements | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives (years) 15 years  
Office equipment, furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 63 61
Office equipment, furniture and fixtures | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives (years) 2 years  
Office equipment, furniture and fixtures | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives (years) 8 years  
Building construction-in-progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 257 $ 161
XML 86 R71.htm IDEA: XBRL DOCUMENT v3.20.4
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment [Line Items]      
Depreciation expense $ 291 $ 294 $ 248
Capitalized software      
Property, Plant and Equipment [Line Items]      
Additions to capitalized website development $ 144 $ 109 $ 103
XML 87 R72.htm IDEA: XBRL DOCUMENT v3.20.4
LEASES - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2020
Dec. 31, 2019
Lessee, Lease, Description [Line Items]      
Weighted-average discount rate   2.20% 2.00%
Weighted average remaining lease term   8 years 1 month 6 days 7 years 9 months 18 days
Lease expense under ASC 840 $ 149    
Minimum lease payments related to operating lease which have not yet commenced   $ 7  
Maximum      
Lessee, Lease, Description [Line Items]      
Lease term of operating leases which have not yet commenced   7 years 6 months  
XML 88 R73.htm IDEA: XBRL DOCUMENT v3.20.4
LEASES - Operating Leases Recognized in the Balance Sheet (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
Operating lease assets $ 529 $ 620
Lease Liabilities:    
Current operating lease liabilities 159 161
Non-current operating lease liabilities 366 462
Total operating lease liabilities $ 525 $ 623
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] us-gaap:AccruedLiabilitiesCurrent us-gaap:AccruedLiabilitiesCurrent
XML 89 R74.htm IDEA: XBRL DOCUMENT v3.20.4
LEASES - Operating Leases Recognized in the Statement of Operations (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
Lease expense $ 194 $ 183
Variable lease expense 46 56
Less: Sublease income (2) (2)
Total lease expense, net of sublease income $ 238 $ 237
XML 90 R75.htm IDEA: XBRL DOCUMENT v3.20.4
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
2021 $ 168  
2022 122  
2023 74  
2024 50  
2025 35  
Thereafter 136  
Total remaining lease payments 585  
Less: Imputed interest (60)  
Total operating lease liabilities $ 525 $ 623
XML 91 R76.htm IDEA: XBRL DOCUMENT v3.20.4
LEASES - Supplemental Cash Flow Information Related To Operating Leases (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
Cash paid for amounts included in the measurement of lease liabilities $ 200 $ 189
Operating lease assets obtained in exchange for lease liabilities $ 67 $ 155
XML 92 R77.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Changes in the Balance of Goodwill (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Goodwill [Roll Forward]      
Balance, beginning of year $ 2,913 [1] $ 2,910  
Acquisitions 0 7  
Impairments (1,062) 0 $ 0
Foreign currency translation adjustments 44 (4)  
Balance, end of year 1,895 [1] 2,913 [1] $ 2,910
Cumulative impairment charges $ 2,000 $ 941  
[1] The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.
XML 93 R78.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Sep. 30, 2020
Mar. 31, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Goodwill [Line Items]          
Impairment of goodwill     $ 1,062 $ 0 $ 0
Goodwill     1,895 [1] 2,913 [1] 2,910
Intangible assets amortization expense     167 175 $ 178
OpenTable and KAYAK          
Goodwill [Line Items]          
Impairment of goodwill $ 573 $ 489 $ 1,062 $ 0  
Goodwill 1,000 $ 1,500      
Potential increase in fair value from 1% point increase in profitability growth rate 100        
Potential decrease in fair value from 1% point decrease in profitability growth rate 100        
Potential decrease in fair value due to 0.5% increase in discount rate 65        
Potential increase in fair value due to 0.5% decrease in discount rate $ 70        
Sensitivity Analysis, Reporting Unit, Change in Growth Rate 1.00%        
Sensitivity Analysis, Reporting Unit, Change in Discount Rate 0.50%        
[1] The balance of goodwill as of December 31, 2020 and 2019 is stated net of cumulative impairment charges of $2.0 billion and $941 million, respectively.
XML 94 R79.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Intangible Assets (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Finite-lived intangible assets    
Gross Carrying Amount $ 3,180 $ 3,123
Accumulated Amortization (1,368) (1,169)
Net Carrying Amount 1,812 1,954
Supply and distribution agreements    
Finite-lived intangible assets    
Gross Carrying Amount 1,136 1,100
Accumulated Amortization (552) (472)
Net Carrying Amount $ 584 628
Supply and distribution agreements | Minimum    
Finite-lived intangible assets    
Amortization Period 3 years  
Supply and distribution agreements | Maximum    
Finite-lived intangible assets    
Amortization Period 20 years  
Technology    
Finite-lived intangible assets    
Gross Carrying Amount $ 174 170
Accumulated Amortization (144) (129)
Net Carrying Amount $ 30 41
Technology | Minimum    
Finite-lived intangible assets    
Amortization Period 2 years  
Technology | Maximum    
Finite-lived intangible assets    
Amortization Period 7 years  
Internet domain names    
Finite-lived intangible assets    
Gross Carrying Amount $ 44 40
Accumulated Amortization (37) (32)
Net Carrying Amount $ 7 8
Internet domain names | Minimum    
Finite-lived intangible assets    
Amortization Period 5 years  
Internet domain names | Maximum    
Finite-lived intangible assets    
Amortization Period 20 years  
Trade names    
Finite-lived intangible assets    
Gross Carrying Amount $ 1,824 1,811
Accumulated Amortization (633) (534)
Net Carrying Amount $ 1,191 1,277
Trade names | Minimum    
Finite-lived intangible assets    
Amortization Period 4 years  
Trade names | Maximum    
Finite-lived intangible assets    
Amortization Period 20 years  
Other intangible assets    
Finite-lived intangible assets    
Gross Carrying Amount $ 2 2
Accumulated Amortization (2) (2)
Net Carrying Amount $ 0 $ 0
Other intangible assets | Maximum    
Finite-lived intangible assets    
Amortization Period 15 years  
XML 95 R80.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Annual Estimated Amortization Expense for Intangible Assets (Details)
$ in Millions
Dec. 31, 2020
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2021 $ 163
2022 160
2023 158
2024 157
2025 152
Thereafter 1,022
Total $ 1,812
XML 96 R81.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT - Revolving Credit Facility (Details) - USD ($)
 1 Months Ended 6 Months Ended
Aug. 31, 2019
Jun. 30, 2015
Jun. 30, 2019
Dec. 31, 2020
Oct. 31, 2020
Apr. 30, 2020
Dec. 31, 2019
Revolving Credit Facility              
Debt Instrument [Line Items]              
Revolving credit facility maximum borrowing capacity $ 2,000,000,000.0 $ 2,000,000,000.0          
Term of revolving credit facility 5 years 5 years          
Line of credit, outstanding       $ 0     $ 0
Proceeds from borrowings under credit facility     $ 400,000,000        
Repayments of borrowings under credit facility     $ 400,000,000        
Weighted-average interest rate     3.50%        
Debt instrument, minimum liquidity covenant, amount           $ 4,500,000,000  
Debt instrument, covenant, required minimum liquidity on a pro forma basis required for cash distribution and share repurchases         $ 6,000,000,000.0    
Revolving Credit Facility | Minimum              
Debt Instrument [Line Items]              
Revolving credit facility commitment fee percentage on undrawn balances 0.07%            
Revolving Credit Facility | Maximum              
Debt Instrument [Line Items]              
Revolving credit facility commitment fee percentage on undrawn balances 0.20%            
Revolving Credit Facility | Rate 1 | London Interbank Offered Rate (LIBOR) | Minimum              
Debt Instrument [Line Items]              
Reference rate 0.00%            
Revolving credit facility interest rate 0.875%            
Revolving Credit Facility | Rate 1 | London Interbank Offered Rate (LIBOR) | Maximum              
Debt Instrument [Line Items]              
Revolving credit facility interest rate 1.50%            
Revolving Credit Facility | Rate 2B | U. S. Federal Funds Rate              
Debt Instrument [Line Items]              
Revolving credit facility interest rate 0.50%            
Revolving Credit Facility | Rate 2C | Minimum              
Debt Instrument [Line Items]              
Revolving credit facility interest rate 0.00%            
Revolving Credit Facility | Rate 2C | Maximum              
Debt Instrument [Line Items]              
Revolving credit facility interest rate 0.50%            
Revolving Credit Facility | Rate 2C | One Month LIBOR              
Debt Instrument [Line Items]              
Revolving credit facility interest rate 1.00%            
Revolving Credit Facility | Rate 2C | One Month LIBOR | Minimum              
Debt Instrument [Line Items]              
Reference rate 0.00%            
Letter of Credit              
Debt Instrument [Line Items]              
Revolving credit facility maximum borrowing capacity $ 80,000,000            
Letters of credit outstanding       $ 4,000,000     $ 5,000,000
Swingline Loans              
Debt Instrument [Line Items]              
Revolving credit facility maximum borrowing capacity $ 100,000,000            
XML 97 R82.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT - Schedule of Outstanding Debt (Details)
€ in Millions, $ in Millions
Dec. 31, 2020
USD ($)
Dec. 31, 2020
EUR (€)
Apr. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2019
EUR (€)
Aug. 31, 2017
Mar. 31, 2017
May 31, 2016
Nov. 30, 2015
Mar. 31, 2015
Sep. 30, 2014
Aug. 31, 2014
USD ($)
May 31, 2013
USD ($)
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (172)     $ (71)                  
Long-term debt:                          
Outstanding Principal Amount 11,201     7,711                  
Long-term debt 11,029     7,640                  
0.35% Convertible Senior Notes due June 2020 | Convertible Senior Notes                          
Long-term debt:                          
Face amount of debt                         $ 1,000
Stated interest rate                         0.35%
0.35% Convertible Senior Notes due June 2020 | Convertible Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost       (12)                  
Carrying Value       988                  
Long-term debt:                          
Outstanding Principal Amount       $ 1,000                  
Stated interest rate       0.35% 0.35%                
0.9% Convertible Senior Notes due September 2021 | Convertible Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost       $ (39)                  
Long-term debt:                          
Outstanding Principal Amount       1,000                  
Long-term debt       $ 961                  
Face amount of debt                       $ 1,000  
Stated interest rate       0.90% 0.90%             0.90%  
0.9% Convertible Senior Notes due September 2021 | Convertible Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost (15)                        
Carrying Value 985                        
Long-term debt:                          
Outstanding Principal Amount $ 1,000                        
Stated interest rate 0.90% 0.90%                      
0.8% (€1 Billion) Senior Notes due March 2022 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (1)     $ (3)                  
Long-term debt:                          
Outstanding Principal Amount 1,223     1,123                  
Long-term debt $ 1,222     $ 1,120                  
Face amount of debt | €   € 1,000     € 1,000                
Stated interest rate 0.80% 0.80%   0.80% 0.80%   0.80%            
2.15% (€750 Million) Senior Notes due November 2022 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (4)     $ (3)                  
Long-term debt:                          
Outstanding Principal Amount 919     842                  
Long-term debt $ 915     $ 839                  
Face amount of debt | €   € 750     € 750                
Stated interest rate 2.15% 2.15%   2.15% 2.15%       2.15%        
2.75% Senior Notes due March 2023 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (1)     $ (2)                  
Long-term debt:                          
Outstanding Principal Amount 500     500                  
Long-term debt $ 499     $ 498                  
Stated interest rate 2.75% 2.75%   2.75% 2.75% 2.75%              
2.375% (€1 Billion) Senior Notes due September 2024 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (7)     $ (9)                  
Long-term debt:                          
Outstanding Principal Amount 1,223     1,123                  
Long-term debt $ 1,216     $ 1,114                  
Face amount of debt | €   € 1,000     € 1,000                
Stated interest rate 2.375% 2.375%   2.375% 2.375%           2.375%    
3.65% Senior Notes due March 2025 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (2)     $ (2)                  
Long-term debt:                          
Outstanding Principal Amount 500     500                  
Long-term debt $ 498     $ 498                  
Stated interest rate 3.65% 3.65%   3.65% 3.65%         3.65%      
4.1% Senior Notes due April 2025 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (5)                        
Long-term debt:                          
Outstanding Principal Amount 1,000   $ 1,000                    
Long-term debt $ 995                        
Stated interest rate 4.10% 4.10% 4.10%                    
0.75% Convertible Senior Notes due May 2025 | Convertible Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (128)                        
Long-term debt:                          
Outstanding Principal Amount 863                        
Long-term debt $ 735                        
Face amount of debt     $ 863                    
Stated interest rate 0.75% 0.75% 0.75%                    
3.6% Senior Notes due June 2026 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (4)     $ (5)                  
Long-term debt:                          
Outstanding Principal Amount 1,000     1,000                  
Long-term debt $ 996     $ 995                  
Stated interest rate 3.60% 3.60%   3.60% 3.60%     3.60%          
1.8% (€1 Billion) Senior Notes due March 2027 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (2)     $ (5)                  
Long-term debt:                          
Outstanding Principal Amount 1,223     1,123                  
Long-term debt $ 1,221     $ 1,118                  
Face amount of debt | €   € 1,000     € 1,000                
Stated interest rate 1.80% 1.80%   1.80% 1.80%         1.80%      
4.5% Senior Notes due April 2027 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (5)                        
Long-term debt:                          
Outstanding Principal Amount 750   $ 750                    
Long-term debt $ 745                        
Stated interest rate 4.50% 4.50% 4.50%                    
3.55% Senior Notes due March 2028 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (2)     $ (3)                  
Long-term debt:                          
Outstanding Principal Amount 500     500                  
Long-term debt $ 498     $ 497                  
Stated interest rate 3.55% 3.55%   3.55% 3.55% 3.55%              
4.625% Senior Notes due April 2030 | Senior Notes                          
Current Liabilities:                          
Unamortized Debt Discount and Debt Issuance Cost $ (11)                        
Long-term debt:                          
Outstanding Principal Amount 1,500   $ 1,500                    
Long-term debt $ 1,489                        
Stated interest rate 4.625% 4.625% 4.625%                    
XML 98 R83.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT - Fair Value of Debt (Details) - USD ($)
$ in Billions
Dec. 31, 2020
Dec. 31, 2019
Level 2    
Debt Instrument [Line Items]    
Estimated market value of outstanding senior notes $ 14.0 $ 9.8
XML 99 R84.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT - Convertible Senior Notes (Details) - Convertible Senior Notes
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Jun. 30, 2020
USD ($)
Apr. 30, 2020
USD ($)
day
$ / shares
Mar. 31, 2018
USD ($)
Aug. 31, 2014
USD ($)
day
$ / shares
Dec. 31, 2020
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2019
May 31, 2013
USD ($)
Mar. 31, 2012
USD ($)
0.35% Convertible Senior Notes due June 2020                  
Debt Instrument [Line Items]                  
Face amount of debt               $ 1,000  
Stated interest rate               0.35%  
Payments related to principal amount $ 1,000                
Cash payment of the conversion value in excess of the principal amount $ 245                
Effective interest rate               3.13%  
Debt discount related to convertible notes, net of tax               $ 92  
Debt discount related to convertible notes, before tax               $ 154  
0.9% Convertible Senior Notes due September 2021                  
Debt Instrument [Line Items]                  
Face amount of debt       $ 1,000          
Stated interest rate       0.90%     0.90%    
Payments of debt issuance costs           $ 11      
Conversion price (in dollars per share) | $ / shares       $ 2,055.50          
Ratio of closing share price to conversion price as a condition for conversion of the convertible notes       150.00%          
If-converted value over the aggregate principal amount         $ 17        
Effective interest rate       3.18%          
Debt discount related to convertible notes, net of tax       $ 83          
Debt discount related to convertible notes, before tax       $ 143          
0.9% Convertible Senior Notes due September 2021 | Minimum                  
Debt Instrument [Line Items]                  
Consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | day       20          
Additional payment to debt holder, settled in shares, aggregate value of shares       $ 0          
0.9% Convertible Senior Notes due September 2021 | Maximum                  
Debt Instrument [Line Items]                  
Consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | day       30          
Additional payment to debt holder, settled in shares, aggregate value of shares       $ 375          
0.75% Convertible Senior Notes due May 2025                  
Debt Instrument [Line Items]                  
Face amount of debt   $ 863              
Stated interest rate   0.75%     0.75%        
Payments of debt issuance costs         $ 19        
Conversion price (in dollars per share) | $ / shares   $ 1,886.44              
Ratio of closing share price to conversion price as a condition for conversion of the convertible notes   130.00%              
If-converted value over the aggregate principal amount         $ 97        
Effective interest rate   4.10%              
Debt discount related to convertible notes, net of tax   $ 100              
Debt discount related to convertible notes, before tax   $ 130              
0.75% Convertible Senior Notes due May 2025 | Minimum                  
Debt Instrument [Line Items]                  
Consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | day   20              
Additional payment to debt holder, settled in shares, aggregate value of shares   $ 0              
0.75% Convertible Senior Notes due May 2025 | Maximum                  
Debt Instrument [Line Items]                  
Consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | day   30              
Additional payment to debt holder, settled in shares, aggregate value of shares   $ 235              
1.00% Convertible Debt due March 2018                  
Debt Instrument [Line Items]                  
Face amount of debt                 $ 1,000
Stated interest rate                 1.00%
Payments related to principal amount     $ 714            
Cash payment of the conversion value in excess of the principal amount     $ 773            
XML 100 R85.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT - Summary of Interest Expenses and Weighted-Average Effective Interest Rates Related To Convertible Senior Notes (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]      
Amortization of debt discount and debt issuance costs $ 64 $ 58 $ 59
Total interest expenses 356 266 269
Convertible Senior Notes      
Debt Instrument [Line Items]      
Coupon interest expense 15 12 14
Amortization of debt discount and debt issuance costs 54 50 52
Total interest expenses $ 69 $ 62 $ 66
Weighted-average effective interest rate 3.50% 3.20% 3.20%
XML 101 R86.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT - Other Long-term Debt (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Apr. 30, 2020
Debt Instrument [Line Items]      
Aggregate principal amount $ 11,201 $ 7,711  
Euro-Denominated Debt | Designated as Hedging Instrument | Minimum      
Debt Instrument [Line Items]      
Carrying value of the portions of Euro-denominated debt, including accrued interest, designated as a net investment hedge 1,800 2,400  
Euro-Denominated Debt | Designated as Hedging Instrument | Maximum      
Debt Instrument [Line Items]      
Carrying value of the portions of Euro-denominated debt, including accrued interest, designated as a net investment hedge 3,200 4,300  
Senior Notes      
Debt Instrument [Line Items]      
Payments of debt issuance costs 19    
Carrying value of long-term debt $ 10,300 $ 6,700  
Senior Notes | 4.1% Senior Notes due April 2025      
Debt Instrument [Line Items]      
Stated interest rate 4.10%   4.10%
Aggregate principal amount $ 1,000   $ 1,000
Senior Notes | 4.5% Senior Notes due April 2027      
Debt Instrument [Line Items]      
Stated interest rate 4.50%   4.50%
Aggregate principal amount $ 750   $ 750
Senior Notes | 4.625% Senior Notes due April 2030      
Debt Instrument [Line Items]      
Stated interest rate 4.625%   4.625%
Aggregate principal amount $ 1,500   $ 1,500
XML 102 R87.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT - Summary of Interest Expenses Related to Other Long-Term Debt (Details) - Senior Notes
Dec. 31, 2020
Apr. 30, 2020
Dec. 31, 2019
Aug. 31, 2017
Mar. 31, 2017
May 31, 2016
Nov. 30, 2015
Mar. 31, 2015
Sep. 30, 2014
0.8% (€1 Billion) Senior Notes due March 2022                  
Debt Instrument [Line Items]                  
Stated interest rate 0.80%   0.80%   0.80%        
Effective interest rate at debt origination [1]         0.94%        
2.15% (€750 Million) Senior Notes due November 2022                  
Debt Instrument [Line Items]                  
Stated interest rate 2.15%   2.15%       2.15%    
Effective interest rate at debt origination [1]             2.27%    
2.75% Senior Notes due March 2023                  
Debt Instrument [Line Items]                  
Stated interest rate 2.75%   2.75% 2.75%          
Effective interest rate at debt origination [1]       2.88%          
2.375% (€1 Billion) Senior Notes due September 2024                  
Debt Instrument [Line Items]                  
Stated interest rate 2.375%   2.375%           2.375%
Effective interest rate at debt origination [1]                 2.54%
3.65% Senior Notes due March 2025                  
Debt Instrument [Line Items]                  
Stated interest rate 3.65%   3.65%         3.65%  
Effective interest rate at debt origination [1]               3.76%  
4.1% Senior Notes due April 2025                  
Debt Instrument [Line Items]                  
Stated interest rate 4.10% 4.10%              
Effective interest rate at debt origination [1]   4.22%              
3.6% Senior Notes due June 2026                  
Debt Instrument [Line Items]                  
Stated interest rate 3.60%   3.60%     3.60%      
Effective interest rate at debt origination [1]           3.70%      
1.8% (€1 Billion) Senior Notes due March 2027                  
Debt Instrument [Line Items]                  
Stated interest rate 1.80%   1.80%         1.80%  
Effective interest rate at debt origination [1]               1.86%  
4.5% Senior Notes due April 2027                  
Debt Instrument [Line Items]                  
Stated interest rate 4.50% 4.50%              
Effective interest rate at debt origination [1]   4.63%              
3.55% Senior Notes due March 2028                  
Debt Instrument [Line Items]                  
Stated interest rate 3.55%   3.55% 3.55%          
Effective interest rate at debt origination [1]       3.63%          
4.625% Senior Notes due April 2030                  
Debt Instrument [Line Items]                  
Stated interest rate 4.625% 4.625%              
Effective interest rate at debt origination [1]   4.72%              
[1] Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt.
XML 103 R88.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT - Summary of Interest Expenses Related to Other Long-term Debt (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]      
Amortization of debt discount and debt issuance costs $ 64 $ 58 $ 59
Senior Notes      
Debt Instrument [Line Items]      
Coupon interest expense 264 160 163
Amortization of debt discount and debt issuance costs 9 6 7
Total interest expenses $ 273 $ 166 $ 170
XML 104 R89.htm IDEA: XBRL DOCUMENT v3.20.4
TREASURY STOCK - Narrative (Details) - USD ($)
 9 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Equity, Class of Treasury Stock [Line Items]        
Remittances of employee withholding taxes   $ 141,000,000 $ 151,000,000 $ 163,000,000
Treasury stock, shares (in shares) 22,446,897 22,446,897 21,762,070  
2019 Share Repurchase Program        
Equity, Class of Treasury Stock [Line Items]        
Remaining authorization to repurchase common stock $ 10,400,000,000 $ 10,400,000,000 $ 11,500,000,000  
Amount of common stock repurchases authorized     $ 15,000,000,000.0  
Shares repurchased (in shares) 0      
XML 105 R90.htm IDEA: XBRL DOCUMENT v3.20.4
TREASURY STOCK - Summary of Stock Repurchase Activities (Details) - USD ($)
shares in Thousands, $ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Equity, Class of Treasury Stock [Line Items]      
Repurchases (in shares) 685 4,445 3,100
Repurchases $ 1,264 $ 8,153 $ 6,012
General authorization for shares withheld on stock award vesting (in shares) 84 87 80
General authorization for shares withheld on stock award vesting $ 142 $ 151 $ 162
Shares repurchased in December and settled in following January (in shares) 0 19 43
Shares repurchased in December and settled in following January $ 0 $ 40 $ 74
Authorized stock repurchase programs      
Equity, Class of Treasury Stock [Line Items]      
Repurchases (in shares) 601 4,358 3,020
Repurchases $ 1,122 $ 8,002 $ 5,850
XML 106 R91.htm IDEA: XBRL DOCUMENT v3.20.4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
May 31, 2020
Aug. 31, 2019
Total, net of tax          
Balance, beginning of period $ 5,933 $ 8,785 $ 11,261    
OCI before reclassifications 55 114 (313)    
Amounts reclassified to net income [1] 18 11      
Total other comprehensive income (loss), net of tax 73 125 (313)    
Balance, end of period 4,893 5,933 8,785    
Convertible debt securities | Trip.com Group          
Total, net of tax          
Investment in convertible notes 525     $ 250 $ 500
Cumulative effect of adoption of accounting standards updates          
Total, net of tax          
Balance, beginning of period (3)   189    
Balance, end of period   (3)      
Foreign currency translation adjustments, net of tax          
Total, net of tax          
Balance, beginning of period (139) (129) (15)    
OCI before reclassifications 50 (10) (114)    
Amounts reclassified to net income [1] 0 0      
Total other comprehensive income (loss), net of tax 50 (10) (114)    
Balance, end of period (89) (139) (129)    
Foreign currency translation adjustments, net of tax | Foreign Exchange Forward | Net Investment Hedging          
Before tax          
Balance, beginning of period (53) (53) (53)    
Balance, end of period (53) (53) (53)    
Total, net of tax          
Balance, beginning of period (35) (35) (35)    
Balance, end of period (35) (35) (35)    
Foreign currency translation adjustments, net of tax | Cumulative effect of adoption of accounting standards updates | ASU 2016-01          
Total, net of tax          
Balance, beginning of period [2]     0    
Foreign Currency Translation Adjustments - Foreign Currency Translation          
Before tax          
Balance, beginning of period (186) (109) 210    
OCI before reclassifications 197 (77) (319)    
Amounts reclassified to net income [1] 0 0      
OCI for the period 197 (77) (319)    
Balance, end of period 11 (186) (109)    
Tax benefit (expense)          
AOCI Tax, Attributable to Parent [3] 54 41 0    
OCI before reclassifications [3] (7) 13 41    
Amounts reclassified to net income [1],[3] 0 0      
OCI for the period [3] (7) 13 41    
AOCI Tax, Attributable to Parent [3] 47 54 41    
Foreign Currency Translation Adjustments - Foreign Currency Translation | Cumulative effect of adoption of accounting standards updates | ASU 2016-01          
Before tax          
Balance, beginning of period [2]     0    
Tax benefit (expense)          
AOCI Tax, Attributable to Parent [2],[3]     0    
Foreign Currency Translation Adjustments - Net Investment Hedges          
Before tax          
Balance, beginning of period [4] (2) (73) (290)    
OCI before reclassifications [4] (182) 71 217    
Amounts reclassified to net income [1],[4] 0 0      
OCI for the period [4] (182) 71 217    
Balance, end of period [4] (184) (2) (73)    
Tax benefit (expense)          
AOCI Tax, Attributable to Parent [4] (5) 12 65    
OCI before reclassifications [4] 42 (17) (53)    
Amounts reclassified to net income [1],[4] 0 0      
OCI for the period [4] 42 (17) (53)    
AOCI Tax, Attributable to Parent [4] 37 (5) 12    
Foreign Currency Translation Adjustments - Net Investment Hedges | Cumulative effect of adoption of accounting standards updates | ASU 2016-01          
Before tax          
Balance, beginning of period [2],[4]     0    
Tax benefit (expense)          
AOCI Tax, Attributable to Parent [2],[4]     0    
Net Unrealized Gains (Losses) on Available-For-Sale Securities          
Before tax          
Balance, beginning of period [2] (7) (157) 343    
OCI before reclassifications [2] 6 161 (201)    
Amounts reclassified to net income [1],[2] 4 (11)      
OCI for the period [2] 10 150 (201)    
Balance, end of period [2] 3 (7) (157)    
Tax benefit (expense)          
AOCI Tax, Attributable to Parent [2] (45) (30) (90)    
OCI before reclassifications [2] (1) (37) 2    
Amounts reclassified to net income [1],[2] 14 22      
OCI for the period [2] 13 (15) 2    
AOCI Tax, Attributable to Parent [2] (32) (45) (30)    
Total, net of tax          
Balance, beginning of period [2] (52) (187) 253    
OCI before reclassifications [2] 5 124 (199)    
Amounts reclassified to net income [1],[2] 18 11      
Total other comprehensive income (loss), net of tax [2] 23 135 (199)    
Balance, end of period [2] (29) (52) (187)    
Net Unrealized Gains (Losses) on Available-For-Sale Securities | Convertible debt securities | Trip.com Group          
Tax benefit (expense)          
Amounts reclassified to net income 15 21      
Net Unrealized Gains (Losses) on Available-For-Sale Securities | Cumulative effect of adoption of accounting standards updates | ASU 2016-01          
Before tax          
Balance, beginning of period [2]     (299)    
Tax benefit (expense)          
AOCI Tax, Attributable to Parent [2]     58    
Total, net of tax          
Balance, beginning of period [2]     (241)    
Total AOCI, net of tax          
Total, net of tax          
Balance, beginning of period (191) (316) 238    
Balance, end of period $ (118) $ (191) (316)    
Total AOCI, net of tax | Cumulative effect of adoption of accounting standards updates          
Total, net of tax          
Balance, beginning of period     (241)    
Total AOCI, net of tax | Cumulative effect of adoption of accounting standards updates | ASU 2016-01          
Total, net of tax          
Balance, beginning of period     $ (241)    
[1] The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. For the year ended December 31, 2020, the reclassified tax expenses include a tax expense of $15 million related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes (see Note 5). For the year ended December 31, 2019, the reclassified tax expenses include a tax expense of $21 million related to the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes.
[2]     Upon the adoption of the accounting update on financial instruments on January 1, 2018, the Company reclassified net unrealized gains, net of tax, of $241 million ($299 million before tax) related to marketable equity securities from AOCI to retained earnings. Changes in fair value of marketable equity securities subsequent to January 1, 2018 are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets (see Note 2).
[3] The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act.
[4] Net investment hedges balance, net of tax, at December 31, 2020 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge against the impact of currency fluctuations on the net assets of a Euro functional currency subsidiary (see Notes 2 and 12).
XML 107 R92.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Narrative (Details)
€ in Millions, $ in Millions
 12 Months Ended
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2017
Mar. 31, 2020
USD ($)
Mar. 31, 2020
EUR (€)
Income Tax Contingency [Line Items]            
International pre-tax income $ 2,600 $ 5,700 $ 4,800      
Domestic pre-tax (loss) income (2,000) 213 47      
Income tax benefit recorded to adjust the remeasurement of deferred tax balances due to the reduction of the U.S. federal statutory tax rate     2      
Income tax benefit recorded to adjust the provisional income tax expense relating to the federal one-time deemed repatriation liability 8 17 $ 46      
Tax credit carryforward, used in period 115          
Other deferred tax liabilities 263 284        
Valuation allowance on deferred tax assets 58 45        
Statutory rate (as a percent)     21.00% 35.00%    
Gross interest and penalties accrued $ 31 10        
The Netherlands            
Income Tax Contingency [Line Items]            
Prepaid Taxes         $ 717 € 660
Innovation Box Tax rate 7.00%          
Statutory rate (as a percent) 25.00%          
Domestic Tax Authority            
Income Tax Contingency [Line Items]            
Deferred tax assets, operating loss carryforwards, used in period $ 108          
NOLs utilized in period 309          
Operating loss carryforwards 179          
Domestic Tax Authority | Research credit, capital loss carryforward and state net operating losses            
Income Tax Contingency [Line Items]            
Valuation allowance on deferred tax assets 40 15        
State and Local Jurisdiction            
Income Tax Contingency [Line Items]            
Operating loss carryforwards 457          
Foreign Tax Authority            
Income Tax Contingency [Line Items]            
Operating loss carryforwards 488          
Valuation allowance on deferred tax assets 18 30        
Research Tax Credit Carryforward | Domestic Tax Authority            
Income Tax Contingency [Line Items]            
Tax credit carryforward 14          
Other assets, net            
Income Tax Contingency [Line Items]            
Other deferred tax assets 335          
Deferred tax assets 455 400        
Other liabilities, noncurrent            
Income Tax Contingency [Line Items]            
Other deferred tax liabilities 325          
Accrued expenses and other current liabilities            
Income Tax Contingency [Line Items]            
Income taxes liability $ 174 $ 158        
XML 108 R93.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Income Tax Expense (Benefit) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Current      
International $ 320 $ 915 $ 887
U.S. Federal (9) 22 45
U.S. State (16) 34 55
Total 295 971 987
Deferred      
International (62) (12) (3)
U.S. Federal 296 166 (107)
U.S. State (21) (32) (40)
Total 213 122 (150)
Total      
International 258 903 884
U.S. Federal 287 188 (62)
U.S. State (37) 2 15
Income tax expense $ 508 $ 1,093 $ 837
XML 109 R94.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Net Deferred Tax Assets/(Liabilities) (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets/(liabilities):    
Net operating loss carryforward — U.S. $ 67 $ 37
Net operating loss carryforward — International 81 15
Accrued expenses 47 35
Stock-based compensation and other stock based payments 40 49
Foreign currency translation adjustment 29 36
Tax credits 9 14
Euro-denominated debt 77 0
Operating lease liabilities 43 38
Property and equipment 11 31
Subtotal - deferred tax assets 404 255
Discount on convertible notes (29) (10)
Intangible assets and other (119) (133)
Euro-denominated debt 0 (14)
State income tax on accumulated unremitted international earnings (5) (8)
Unrealized gains on investments (550) (191)
Operating lease assets (38) (35)
Installment sale liability (263) (284)
Other (14) (11)
Subtotal - deferred tax liabilities (1,018) (686)
Valuation allowance on deferred tax assets (58) (45)
Net deferred tax liabilities [1] $ (672) $ (476)
[1] Includes deferred tax assets of $455 million and $400 million at December 31, 2020 and 2019, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets.
XML 110 R95.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Reconciliation of effective income tax rate and amount computed using expected U.S. statutory federal rate      
Income tax expense at U.S. federal statutory rate $ 119 $ 1,251 $ 1,015
Adjustment due to:      
Foreign rate differential 55 210 210
Innovation Box Tax benefit (79) (443) (435)
Goodwill impairment 228 0 0
Stock-based compensation 32 23 12
Federal GILTI 73 36 35
State income tax (benefit) expense (31) 9 1
Valuation allowance 36 1 (3)
Uncertain tax positions 64 11 (4)
Tax Act - Remeasurement of deferred tax balances 0 0 (2)
Tax Act - U.S. transition tax benefit and other transition impacts (8) (17) (46)
Other 19 12 54
Income tax expense $ 508 $ 1,093 $ 837
XML 111 R96.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Unrecognized tax benefits      
Unrecognized tax benefit — January 1 $ 56 $ 45 $ 32
Gross increases — tax positions in current period 2 3 1
Gross increases — tax positions in prior periods 48 11 19
Gross decreases — tax positions in prior periods (11) (3) (3)
Reduction due to lapse in statute of limitations 0 0 (2)
Reduction due to settlements during the current period (11) 0 (2)
Unrecognized tax benefit — December 31 $ 84 $ 56 $ 45
XML 112 R97.htm IDEA: XBRL DOCUMENT v3.20.4
COMMITMENTS AND CONTINGENCIES - Competition and Consumer Protection Reviews (Details)
$ in Millions
Dec. 31, 2020
USD ($)
Potential Fine Under Contractual Parity Agreement  
Commitments and Contingencies  
Accruals for loss contingencies $ 23
XML 113 R98.htm IDEA: XBRL DOCUMENT v3.20.4
COMMITMENTS AND CONTINGENCIES - Tax Matters (Details)
₺ in Millions, € in Millions, $ in Millions
 1 Months Ended 12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
EUR (€)
Jan. 31, 2019
USD ($)
Jan. 31, 2019
EUR (€)
Dec. 31, 2018
USD ($)
Dec. 31, 2018
EUR (€)
Dec. 31, 2015
EUR (€)
Dec. 31, 2020
USD ($)
Dec. 31, 2020
TRY (₺)
Dec. 31, 2019
USD ($)
Dec. 31, 2020
EUR (€)
Dec. 31, 2017
USD ($)
Commitments and Contingencies                        
Unrecognized tax benefits $ 56       $ 45     $ 84   $ 56   $ 32
French Tax Audit                        
Commitments and Contingencies                        
Assessed taxes including interest and penalties 86 € 70         € 356          
Payment required to appeal a litigation matter     $ 403 € 356                
Unrecognized tax benefits               61     € 50  
Potential loss related to loss contingencies in excess of the accrued amount               24     20  
Transfer Tax Assessments                        
Commitments and Contingencies                        
Assessed taxes including interest and penalties 48 39                    
Italian Tax Audit                        
Commitments and Contingencies                        
Assessed taxes including interest and penalties 71 58     $ 58 € 48            
Payment required to appeal a litigation matter 11 € 10                    
Unrecognized tax benefits               5     € 4  
Turkish Tax Audit                        
Commitments and Contingencies                        
Assessed taxes including interest and penalties               103 ₺ 766      
Travel Transaction Related Taxes                        
Commitments and Contingencies                        
Accruals for loss contingencies $ 67             59   67    
Potential loss related to loss contingencies in excess of the accrued amount               $ 25        
Wage-Related Taxes and Interest Owed for Prior Periods                        
Commitments and Contingencies                        
Payments for estimated probable taxes owed for prior tax years                   $ 61    
XML 114 R99.htm IDEA: XBRL DOCUMENT v3.20.4
COMMITMENTS AND CONTINGENCIES - Other Matters (Details) - Dec. 31, 2020
€ in Millions, $ in Millions
EUR (€)
USD ($)
Pension-Related Litigation    
Commitments and Contingencies    
Potential loss related to loss contingencies in excess of the accrued amount   $ 290
E.U. General Data Protection Regulation Rulings | Maximum    
Commitments and Contingencies    
Estimated possible fine per incident € 20 $ 24
XML 115 R100.htm IDEA: XBRL DOCUMENT v3.20.4
COMMITMENTS AND CONTINGENCIES - Building Construction (Details)
€ in Millions, $ in Millions
 1 Months Ended 12 Months Ended
Sep. 30, 2016
USD ($)
Sep. 30, 2016
EUR (€)
Dec. 31, 2020
USD ($)
Dec. 31, 2020
EUR (€)
Dec. 31, 2020
EUR (€)
Sep. 30, 2016
EUR (€)
Other Commitments [Line Items]            
Remaining lease obligations     $ 585      
Booking.com | Headquarters            
Other Commitments [Line Items]            
Acquisition of land use rights $ 48 € 43        
Contractual obligation $ 331   68   € 56 € 270
Decrease in contractual obligation     11 € 9    
Booking.com | Headquarters | Vendors used to fit out and furnish office space            
Other Commitments [Line Items]            
Contractual obligation     35   29  
Booking.com | Headquarters | Ground Lease            
Other Commitments [Line Items]            
Remaining lease obligations     $ 86   € 70  
XML 116 R101.htm IDEA: XBRL DOCUMENT v3.20.4
COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details)
ft² in Thousands, £ in Millions, $ in Millions
Dec. 31, 2020
USD ($)
Dec. 31, 2020
GBP (£)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
ft²
Headquarters | Manchester, England | Rentalcars.com        
Other Commitments [Line Items]        
Area of property subject to lease (in square feet) | ft²       222
Term of lease not yet commenced 13 years 13 years    
Headquarters | Manchester, England | Rentalcars.com | Operating lease obligations        
Other Commitments [Line Items]        
Contractual obligation $ 88 £ 65    
Standby Letters of Credit        
Other Commitments [Line Items]        
Letters of credit outstanding | $ $ 134   $ 155  
XML 117 R102.htm IDEA: XBRL DOCUMENT v3.20.4
BENEFIT PLANS (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Retirement Benefits [Abstract]      
Matching contributions $ 33 $ 26 $ 22
XML 118 R103.htm IDEA: XBRL DOCUMENT v3.20.4
GEOGRAPHIC INFORMATION - Geographic Information on Revenues (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Geographic Information      
Revenues $ 6,796 $ 15,066 $ 14,527
United States      
Geographic Information      
Revenues 783 1,537 1,536
The Netherlands      
Geographic Information      
Revenues 5,264 11,686 11,348
Other      
Geographic Information      
Revenues $ 749 $ 1,843 $ 1,643
XML 119 R104.htm IDEA: XBRL DOCUMENT v3.20.4
GEOGRAPHIC INFORMATION - Property and Equipment, Excluding Capitalized Software, and Operating Lease Assets by Geographic Area (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Property and equipment (excluding capitalized software) and operating lease assets $ 1,048 $ 1,164
United States    
Property, Plant and Equipment [Line Items]    
Property and equipment (excluding capitalized software) and operating lease assets 186 216
The Netherlands    
Property, Plant and Equipment [Line Items]    
Property and equipment (excluding capitalized software) and operating lease assets 499 484
United Kingdom    
Property, Plant and Equipment [Line Items]    
Property and equipment (excluding capitalized software) and operating lease assets 85 137
Other    
Property, Plant and Equipment [Line Items]    
Property and equipment (excluding capitalized software) and operating lease assets $ 278 $ 327
XML 120 R105.htm IDEA: XBRL DOCUMENT v3.20.4
ACQUISITIONS (Details) - USD ($)
$ in Millions
 1 Months Ended 12 Months Ended
Nov. 30, 2018
Apr. 30, 2018
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]        
Common stock issued in an acquisition       $ 110
Payments to settle contingent liabilities     $ 37  
Additional Paid-in Capital        
Business Acquisition [Line Items]        
Common stock issued in an acquisition       $ 110
FareHarbor        
Business Acquisition [Line Items]        
Payments to acquire businesses, net of cash acquired   $ 139    
Shares for purchase price consideration   59    
FareHarbor | Restricted Stock        
Business Acquisition [Line Items]        
Shares restricted for trading purposes   51    
FareHarbor | Additional Paid-in Capital        
Business Acquisition [Line Items]        
Common stock issued in an acquisition   $ 110    
HotelsCombined        
Business Acquisition [Line Items]        
Payments to acquire businesses, net of cash acquired $ 134      
XML 121 R106.htm IDEA: XBRL DOCUMENT v3.20.4
RESTRUCTURING AND OTHER EXIT COSTS (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2020
USD ($)
country
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Restructuring Cost and Reserve [Line Items]      
Restructuring and other exit costs $ 149 $ 0 $ 0
Noncash restructuring and other exit costs 7    
Estimated additional restructuring expenses $ 40    
Minimum      
Restructuring Cost and Reserve [Line Items]      
Number of countries in which restructuring actions have taken place | country 60    
Accrued expenses and other current liabilities      
Restructuring Cost and Reserve [Line Items]      
Restructuring liabilities $ 37    
XML 122 R107.htm IDEA: XBRL DOCUMENT v3.20.4
GOVERNMENT GRANTS AND OTHER ASSISTANCE (Details) - COVID-19
$ in Millions
 12 Months Ended
Dec. 31, 2020
USD ($)
Unusual or Infrequent Item, or Both [Line Items]  
Government grants and other assistance benefits, recognized amount $ 127
Government grants and other assistance, amount received 99
Other current assets  
Unusual or Infrequent Item, or Both [Line Items]  
Grants receivable $ 28
XML 123 R108.htm IDEA: XBRL DOCUMENT v3.20.4
OTHER INCOME (EXPENSE), NET (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Other Income and Expenses [Abstract]      
Interest and dividend income $ 54 $ 152 $ 187
Net gains (losses) on marketable equity securities [1] 1,811 745 (367)
Impairment of investment [1] (100) 0 0
Foreign currency transaction losses (207) (31) (53)
Other (4) 13 (4)
Other income (expense), net $ 1,554 $ 879 $ (237)
[1] See Note 5 for additional information related to the net gains (losses) on marketable equity securities and impairment of investment.
EXCEL 124 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 125 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 126 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 127 FilingSummary.xml IDEA: XBRL DOCUMENT 3.20.4 html 519 579 1 true 166 0 false 13 false false R1.htm 000010001 - Document - COVER PAGE Sheet http://www.bookingholdings.com/role/COVERPAGE COVER PAGE Cover 1 false false R2.htm 100010002 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS CONSOLIDATED BALANCE SHEETS Statements 2 false false R3.htm 100020003 - Statement - CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) Sheet http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) Statements 3 false false R4.htm 100030004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS CONSOLIDATED STATEMENTS OF OPERATIONS Statements 4 false false R5.htm 100040005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) Sheet http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSPARENTHETICAL CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) Statements 5 false false R6.htm 100050006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Sheet http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Statements 6 false false R7.htm 100060007 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Sheet http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Statements 7 false false R8.htm 100070008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS Statements 8 false false R9.htm 210011001 - Disclosure - BUSINESS DESCRIPTION Sheet http://www.bookingholdings.com/role/BUSINESSDESCRIPTION BUSINESS DESCRIPTION Notes 9 false false R10.htm 210031002 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Notes 10 false false R11.htm 210081003 - Disclosure - REVENUE Sheet http://www.bookingholdings.com/role/REVENUE REVENUE Notes 11 false false R12.htm 210141004 - Disclosure - STOCK-BASED COMPENSATION Sheet http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATION STOCK-BASED COMPENSATION Notes 12 false false R13.htm 210221005 - Disclosure - INVESTMENTS Sheet http://www.bookingholdings.com/role/INVESTMENTS INVESTMENTS Notes 13 false false R14.htm 210261006 - Disclosure - FAIR VALUE MEASUREMENTS Sheet http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTS FAIR VALUE MEASUREMENTS Notes 14 false false R15.htm 210321007 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS Sheet http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETS ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS Notes 15 false false R16.htm 210361008 - Disclosure - NET INCOME PER SHARE Sheet http://www.bookingholdings.com/role/NETINCOMEPERSHARE NET INCOME PER SHARE Notes 16 false false R17.htm 210391009 - Disclosure - PROPERTY AND EQUIPMENT, NET Sheet http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNET PROPERTY AND EQUIPMENT, NET Notes 17 false false R18.htm 210431010 - Disclosure - LEASES Sheet http://www.bookingholdings.com/role/LEASES LEASES Notes 18 false false R19.htm 210501011 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS Sheet http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETS GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS Notes 19 false false R20.htm 210561012 - Disclosure - DEBT Sheet http://www.bookingholdings.com/role/DEBT DEBT Notes 20 false false R21.htm 210661013 - Disclosure - TREASURY STOCK Sheet http://www.bookingholdings.com/role/TREASURYSTOCK TREASURY STOCK Notes 21 false false R22.htm 210701014 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT Sheet http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENT ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT Notes 22 false false R23.htm 210731015 - Disclosure - INCOME TAXES Sheet http://www.bookingholdings.com/role/INCOMETAXES INCOME TAXES Notes 23 false false R24.htm 210801016 - Disclosure - COMMITMENTS AND CONTINGENCIES Sheet http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIES COMMITMENTS AND CONTINGENCIES Notes 24 false false R25.htm 210861017 - Disclosure - BENEFIT PLANS Sheet http://www.bookingholdings.com/role/BENEFITPLANS BENEFIT PLANS Notes 25 false false R26.htm 210881018 - Disclosure - GEOGRAPHIC INFORMATION Sheet http://www.bookingholdings.com/role/GEOGRAPHICINFORMATION GEOGRAPHIC INFORMATION Notes 26 false false R27.htm 210921019 - Disclosure - ACQUISITIONS Sheet http://www.bookingholdings.com/role/ACQUISITIONS ACQUISITIONS Notes 27 false false R28.htm 210941020 - Disclosure - RESTRUCTURING AND OTHER EXIT COSTS Sheet http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTS RESTRUCTURING AND OTHER EXIT COSTS Notes 28 false false R29.htm 210961021 - Disclosure - GOVERNMENT GRANTS AND OTHER ASSISTANCE Sheet http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCE GOVERNMENT GRANTS AND OTHER ASSISTANCE Notes 29 false false R30.htm 210981022 - Disclosure - OTHER INCOME (EXPENSE), NET Sheet http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENET OTHER INCOME (EXPENSE), NET Notes 30 false false R31.htm 220042001 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 31 false false R32.htm 230053001 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Sheet http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Tables http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES 32 false false R33.htm 230093002 - Disclosure - REVENUE (Tables) Sheet http://www.bookingholdings.com/role/REVENUETables REVENUE (Tables) Tables http://www.bookingholdings.com/role/REVENUE 33 false false R34.htm 230153003 - Disclosure - STOCK-BASED COMPENSATION (Tables) Sheet http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONTables STOCK-BASED COMPENSATION (Tables) Tables http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATION 34 false false R35.htm 230233004 - Disclosure - INVESTMENTS (Tables) Sheet http://www.bookingholdings.com/role/INVESTMENTSTables INVESTMENTS (Tables) Tables http://www.bookingholdings.com/role/INVESTMENTS 35 false false R36.htm 230273005 - Disclosure - FAIR VALUE MEASUREMENTS (Tables) Sheet http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSTables FAIR VALUE MEASUREMENTS (Tables) Tables http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTS 36 false false R37.htm 230333006 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables) Sheet http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSTables ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables) Tables http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETS 37 false false R38.htm 230373007 - Disclosure - NET INCOME PER SHARE (Tables) Sheet http://www.bookingholdings.com/role/NETINCOMEPERSHARETables NET INCOME PER SHARE (Tables) Tables http://www.bookingholdings.com/role/NETINCOMEPERSHARE 38 false false R39.htm 230403008 - Disclosure - PROPERTY AND EQUIPMENT, NET (Tables) Sheet http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETTables PROPERTY AND EQUIPMENT, NET (Tables) Tables http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNET 39 false false R40.htm 230443009 - Disclosure - LEASES (Tables) Sheet http://www.bookingholdings.com/role/LEASESTables LEASES (Tables) Tables http://www.bookingholdings.com/role/LEASES 40 false false R41.htm 230513010 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS (Tables) Sheet http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSTables GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS (Tables) Tables http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETS 41 false false R42.htm 230573011 - Disclosure - DEBT (Tables) Sheet http://www.bookingholdings.com/role/DEBTTables DEBT (Tables) Tables http://www.bookingholdings.com/role/DEBT 42 false false R43.htm 230673012 - Disclosure - TREASURY STOCK (Tables) Sheet http://www.bookingholdings.com/role/TREASURYSTOCKTables TREASURY STOCK (Tables) Tables http://www.bookingholdings.com/role/TREASURYSTOCK 43 false false R44.htm 230713013 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Tables) Sheet http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTTables ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Tables) Tables http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENT 44 false false R45.htm 230743014 - Disclosure - INCOME TAXES (Tables) Sheet http://www.bookingholdings.com/role/INCOMETAXESTables INCOME TAXES (Tables) Tables http://www.bookingholdings.com/role/INCOMETAXES 45 false false R46.htm 230893015 - Disclosure - GEOGRAPHIC INFORMATION (Tables) Sheet http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONTables GEOGRAPHIC INFORMATION (Tables) Tables http://www.bookingholdings.com/role/GEOGRAPHICINFORMATION 46 false false R47.htm 230993016 - Disclosure - OTHER INCOME (EXPENSE), NET (Tables) Sheet http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETTables OTHER INCOME (EXPENSE), NET (Tables) Tables http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENET 47 false false R48.htm 240024001 - Disclosure - BUSINESS DESCRIPTION (Details) Sheet http://www.bookingholdings.com/role/BUSINESSDESCRIPTIONDetails BUSINESS DESCRIPTION (Details) Details http://www.bookingholdings.com/role/BUSINESSDESCRIPTION 48 false false R49.htm 240064002 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) Sheet http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESReconciliationofCashandCashEquivalentsandRestrictedCashandCashEquivalentsDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) Details 49 false false R50.htm 240074003 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) Sheet http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) Details 50 false false R51.htm 240104004 - Disclosure - REVENUE - Disaggregation of Revenue (Details) Sheet http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails REVENUE - Disaggregation of Revenue (Details) Details 51 false false R52.htm 240114005 - Disclosure - REVENUE - Summary of the Activity of Deferred Revenue (Details) Sheet http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails REVENUE - Summary of the Activity of Deferred Revenue (Details) Details 52 false false R53.htm 240124006 - Disclosure - REVENUE - Loyalty and Other Incentive Programs (Details) Sheet http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails REVENUE - Loyalty and Other Incentive Programs (Details) Details 53 false false R54.htm 240134007 - Disclosure - REVENUE - Impact of COVID-19 (Details) Sheet http://www.bookingholdings.com/role/REVENUEImpactofCOVID19Details REVENUE - Impact of COVID-19 (Details) Details 54 false false R55.htm 240164008 - Disclosure - STOCK-BASED COMPENSATION - Narrative (Details) Sheet http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails STOCK-BASED COMPENSATION - Narrative (Details) Details 55 false false R56.htm 240174009 - Disclosure - STOCK-BASED COMPENSATION - Summary of the Activity of Restricted Stock Units for Employees and Non-Employee Directors (Details) Sheet http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails STOCK-BASED COMPENSATION - Summary of the Activity of Restricted Stock Units for Employees and Non-Employee Directors (Details) Details 56 false false R57.htm 240184010 - Disclosure - STOCK-BASED COMPENSATION - Summary of the Activity of Performance Share Units for Employees (Details) Sheet http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails STOCK-BASED COMPENSATION - Summary of the Activity of Performance Share Units for Employees (Details) Details 57 false false R58.htm 240194011 - Disclosure - STOCK-BASED COMPENSATION - Summary of Estimated Vesting of Performance Share Units (Details) Sheet http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails STOCK-BASED COMPENSATION - Summary of Estimated Vesting of Performance Share Units (Details) Details 58 false false R59.htm 240204012 - Disclosure - STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used to Value Options Granted (Details) Sheet http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used to Value Options Granted (Details) Details 59 false false R60.htm 240214013 - Disclosure - STOCK-BASED COMPENSATION - Summary of Activity for Stock Options (Details) Sheet http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails STOCK-BASED COMPENSATION - Summary of Activity for Stock Options (Details) Details 60 false false R61.htm 240244014 - Disclosure - INVESTMENTS - Summary of Investments by Major Security Type (Details) Sheet http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails INVESTMENTS - Summary of Investments by Major Security Type (Details) Details 61 false false R62.htm 240254015 - Disclosure - INVESTMENTS - Narrative (Details) Sheet http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails INVESTMENTS - Narrative (Details) Details 62 false false R63.htm 240284016 - Disclosure - FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details) Sheet http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details) Details 63 false false R64.htm 240294017 - Disclosure - FAIR VALUE MEASUREMENTS - Investments (Details) Sheet http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails FAIR VALUE MEASUREMENTS - Investments (Details) Details 64 false false R65.htm 240304018 - Disclosure - FAIR VALUE MEASUREMENTS - Estimated Fair Values and Notional Amounts of Derivatives (Details) Sheet http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails FAIR VALUE MEASUREMENTS - Estimated Fair Values and Notional Amounts of Derivatives (Details) Details 65 false false R66.htm 240314019 - Disclosure - FAIR VALUE MEASUREMENTS - Other Financial Assets and Liabilities (Details) Sheet http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails FAIR VALUE MEASUREMENTS - Other Financial Assets and Liabilities (Details) Details 66 false false R67.htm 240344020 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details) Sheet http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details) Details 67 false false R68.htm 240354021 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Receivables (Details) Sheet http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSSummaryoftheActivityoftheAllowanceforExpectedCreditLossesonReceivablesDetails ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Receivables (Details) Details 68 false false R69.htm 240384022 - Disclosure - NET INCOME PER SHARE (Details) Sheet http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails NET INCOME PER SHARE (Details) Details http://www.bookingholdings.com/role/NETINCOMEPERSHARETables 69 false false R70.htm 240414023 - Disclosure - PROPERTY AND EQUIPMENT, NET (Details) Sheet http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails PROPERTY AND EQUIPMENT, NET (Details) Details http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETTables 70 false false R71.htm 240424024 - Disclosure - PROPERTY AND EQUIPMENT, NET - Narrative (Details) Sheet http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails PROPERTY AND EQUIPMENT, NET - Narrative (Details) Details 71 false false R72.htm 240454025 - Disclosure - LEASES - Narrative (Details) Sheet http://www.bookingholdings.com/role/LEASESNarrativeDetails LEASES - Narrative (Details) Details 72 false false R73.htm 240464026 - Disclosure - LEASES - Operating Leases Recognized in the Balance Sheet (Details) Sheet http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails LEASES - Operating Leases Recognized in the Balance Sheet (Details) Details 73 false false R74.htm 240474027 - Disclosure - LEASES - Operating Leases Recognized in the Statement of Operations (Details) Sheet http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails LEASES - Operating Leases Recognized in the Statement of Operations (Details) Details 74 false false R75.htm 240484028 - Disclosure - LEASES - Maturities of Operating Lease Liabilities (Details) Sheet http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails LEASES - Maturities of Operating Lease Liabilities (Details) Details 75 false false R76.htm 240494029 - Disclosure - LEASES - Supplemental Cash Flow Information Related To Operating Leases (Details) Sheet http://www.bookingholdings.com/role/LEASESSupplementalCashFlowInformationRelatedToOperatingLeasesDetails LEASES - Supplemental Cash Flow Information Related To Operating Leases (Details) Details 76 false false R77.htm 240524030 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Changes in the Balance of Goodwill (Details) Sheet http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSChangesintheBalanceofGoodwillDetails GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Changes in the Balance of Goodwill (Details) Details 77 false false R78.htm 240534031 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Narrative (Details) Sheet http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Narrative (Details) Details http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSTables 78 false false R79.htm 240544032 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Intangible Assets (Details) Sheet http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Intangible Assets (Details) Details 79 false false R80.htm 240554033 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Annual Estimated Amortization Expense for Intangible Assets (Details) Sheet http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Annual Estimated Amortization Expense for Intangible Assets (Details) Details 80 false false R81.htm 240584034 - Disclosure - DEBT - Revolving Credit Facility (Details) Sheet http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails DEBT - Revolving Credit Facility (Details) Details 81 false false R82.htm 240594035 - Disclosure - DEBT - Schedule of Outstanding Debt (Details) Sheet http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails DEBT - Schedule of Outstanding Debt (Details) Details 82 false false R83.htm 240604036 - Disclosure - DEBT - Fair Value of Debt (Details) Sheet http://www.bookingholdings.com/role/DEBTFairValueofDebtDetails DEBT - Fair Value of Debt (Details) Details 83 false false R84.htm 240614037 - Disclosure - DEBT - Convertible Senior Notes (Details) Notes http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails DEBT - Convertible Senior Notes (Details) Details 84 false false R85.htm 240624038 - Disclosure - DEBT - Summary of Interest Expenses and Weighted-Average Effective Interest Rates Related To Convertible Senior Notes (Details) Notes http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails DEBT - Summary of Interest Expenses and Weighted-Average Effective Interest Rates Related To Convertible Senior Notes (Details) Details 85 false false R86.htm 240634039 - Disclosure - DEBT - Other Long-term Debt (Details) Sheet http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails DEBT - Other Long-term Debt (Details) Details 86 false false R87.htm 240644040 - Disclosure - DEBT - Summary of Interest Expenses Related to Other Long-Term Debt (Details) Sheet http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails DEBT - Summary of Interest Expenses Related to Other Long-Term Debt (Details) Details 87 false false R88.htm 240654041 - Disclosure - DEBT - Summary of Interest Expenses Related to Other Long-term Debt (Details) Sheet http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails DEBT - Summary of Interest Expenses Related to Other Long-term Debt (Details) Details 88 false false R89.htm 240684042 - Disclosure - TREASURY STOCK - Narrative (Details) Sheet http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails TREASURY STOCK - Narrative (Details) Details 89 false false R90.htm 240694043 - Disclosure - TREASURY STOCK - Summary of Stock Repurchase Activities (Details) Sheet http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails TREASURY STOCK - Summary of Stock Repurchase Activities (Details) Details 90 false false R91.htm 240724044 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Details) Sheet http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Details) Details http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTTables 91 false false R92.htm 240754045 - Disclosure - INCOME TAXES - Narrative (Details) Sheet http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails INCOME TAXES - Narrative (Details) Details 92 false false R93.htm 240764046 - Disclosure - INCOME TAXES - Income Tax Expense (Benefit) (Details) Sheet http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails INCOME TAXES - Income Tax Expense (Benefit) (Details) Details 93 false false R94.htm 240774047 - Disclosure - INCOME TAXES - Net Deferred Tax Assets/(Liabilities) (Details) Sheet http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails INCOME TAXES - Net Deferred Tax Assets/(Liabilities) (Details) Details 94 false false R95.htm 240784048 - Disclosure - INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) Sheet http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) Details 95 false false R96.htm 240794049 - Disclosure - INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) Sheet http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) Details 96 false false R97.htm 240814050 - Disclosure - COMMITMENTS AND CONTINGENCIES - Competition and Consumer Protection Reviews (Details) Sheet http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESCompetitionandConsumerProtectionReviewsDetails COMMITMENTS AND CONTINGENCIES - Competition and Consumer Protection Reviews (Details) Details 97 false false R98.htm 240824051 - Disclosure - COMMITMENTS AND CONTINGENCIES - Tax Matters (Details) Sheet http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails COMMITMENTS AND CONTINGENCIES - Tax Matters (Details) Details 98 false false R99.htm 240834052 - Disclosure - COMMITMENTS AND CONTINGENCIES - Other Matters (Details) Sheet http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails COMMITMENTS AND CONTINGENCIES - Other Matters (Details) Details 99 false false R100.htm 240844053 - Disclosure - COMMITMENTS AND CONTINGENCIES - Building Construction (Details) Sheet http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails COMMITMENTS AND CONTINGENCIES - Building Construction (Details) Details 100 false false R101.htm 240854054 - Disclosure - COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details) Sheet http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details) Details 101 false false R102.htm 240874055 - Disclosure - BENEFIT PLANS (Details) Sheet http://www.bookingholdings.com/role/BENEFITPLANSDetails BENEFIT PLANS (Details) Details http://www.bookingholdings.com/role/BENEFITPLANS 102 false false R103.htm 240904056 - Disclosure - GEOGRAPHIC INFORMATION - Geographic Information on Revenues (Details) Sheet http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails GEOGRAPHIC INFORMATION - Geographic Information on Revenues (Details) Details 103 false false R104.htm 240914057 - Disclosure - GEOGRAPHIC INFORMATION - Property and Equipment, Excluding Capitalized Software, and Operating Lease Assets by Geographic Area (Details) Sheet http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails GEOGRAPHIC INFORMATION - Property and Equipment, Excluding Capitalized Software, and Operating Lease Assets by Geographic Area (Details) Details 104 false false R105.htm 240934058 - Disclosure - ACQUISITIONS (Details) Sheet http://www.bookingholdings.com/role/ACQUISITIONSDetails ACQUISITIONS (Details) Details http://www.bookingholdings.com/role/ACQUISITIONS 105 false false R106.htm 240954059 - Disclosure - RESTRUCTURING AND OTHER EXIT COSTS (Details) Sheet http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails RESTRUCTURING AND OTHER EXIT COSTS (Details) Details http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTS 106 false false R107.htm 240974060 - Disclosure - GOVERNMENT GRANTS AND OTHER ASSISTANCE (Details) Sheet http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails GOVERNMENT GRANTS AND OTHER ASSISTANCE (Details) Details http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCE 107 false false R108.htm 241004061 - Disclosure - OTHER INCOME (EXPENSE), NET (Details) Sheet http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails OTHER INCOME (EXPENSE), NET (Details) Details http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETTables 108 false false All Reports Book All Reports bkng-20201231.htm bkng-20201231.xsd bkng-20201231_cal.xml bkng-20201231_def.xml bkng-20201231_lab.xml bkng-20201231_pre.xml bkng1231202010kex21.htm bkng1231202010kex231.htm bkng1231202010kex311.htm bkng1231202010kex312.htm bkng1231202010kex321.htm bkng1231202010kex322.htm bkng-20201231_g1.jpg bkng-20201231_g2.jpg http://fasb.org/us-gaap/2020-01-31 http://xbrl.sec.gov/country/2020-01-31 http://xbrl.sec.gov/dei/2020-01-31 http://fasb.org/srt/2020-01-31 true true JSON 130 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "bkng-20201231.htm": { "axisCustom": 5, "axisStandard": 47, "contextCount": 519, "dts": { "calculationLink": { "local": [ "bkng-20201231_cal.xml" ] }, "definitionLink": { "local": [ "bkng-20201231_def.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-eedm-def-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-eedm1-def-2020-01-31.xml" ] }, "inline": { "local": [ "bkng-20201231.htm" ] }, "labelLink": { "local": [ "bkng-20201231_lab.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-doc-2020-01-31.xml", "https://xbrl.sec.gov/dei/2020/dei-doc-2020-01-31.xml" ] }, "presentationLink": { "local": [ "bkng-20201231_pre.xml" ] }, "referenceLink": { "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-ref-2020-01-31.xml", "https://xbrl.sec.gov/dei/2020/dei-ref-2020-01-31.xml" ] }, "schema": { "local": [ "bkng-20201231.xsd" ], "remote": [ "http://xbrl.fasb.org/srt/2020/elts/srt-2020-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-types-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-roles-2020-01-31.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-roles-2020-01-31.xsd", "https://xbrl.sec.gov/country/2020/country-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-types-2020-01-31.xsd", "https://xbrl.sec.gov/dei/2020/dei-2020-01-31.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-parts-codification-2020-01-31.xsd" ] } }, "elementCount": 901, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2020-01-31": 20, "http://www.bookingholdings.com/20201231": 5, "http://xbrl.sec.gov/dei/2020-01-31": 6, "total": 31 }, "keyCustom": 86, "keyStandard": 493, "memberCustom": 87, "memberStandard": 72, "nsprefix": "bkng", "nsuri": "http://www.bookingholdings.com/20201231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "000010001 - Document - COVER PAGE", "role": "http://www.bookingholdings.com/role/COVERPAGE", "shortName": "COVER PAGE", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210031002 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "role": "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R100": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240844053 - Disclosure - COMMITMENTS AND CONTINGENCIES - Building Construction (Details)", "role": "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "shortName": "COMMITMENTS AND CONTINGENCIES - Building Construction (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i039ba18601ca411b93b7a06a9c4c09db_D20160901-20160930", "decimals": "-6", "lang": "en-US", "name": "bkng:Acquisitionoflanduserights", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R101": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i5d34e687d4254079835ced80241b5a26_I20181231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AreaOfRealEstateProperty", "reportCount": 1, "unique": true, "unitRef": "sqft", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240854054 - Disclosure - COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details)", "role": "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails", "shortName": "COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i5d34e687d4254079835ced80241b5a26_I20181231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AreaOfRealEstateProperty", "reportCount": 1, "unique": true, "unitRef": "sqft", "xsiNil": "false" } }, "R102": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240874055 - Disclosure - BENEFIT PLANS (Details)", "role": "http://www.bookingholdings.com/role/BENEFITPLANSDetails", "shortName": "BENEFIT PLANS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R103": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240904056 - Disclosure - GEOGRAPHIC INFORMATION - Geographic Information on Revenues (Details)", "role": "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails", "shortName": "GEOGRAPHIC INFORMATION - Geographic Information on Revenues (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ic56bc179b75d48129d2e0472cdb9b916_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R104": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LongLivedAssetsByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "bkng:OtherLongLivedAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240914057 - Disclosure - GEOGRAPHIC INFORMATION - Property and Equipment, Excluding Capitalized Software, and Operating Lease Assets by Geographic Area (Details)", "role": "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails", "shortName": "GEOGRAPHIC INFORMATION - Property and Equipment, Excluding Capitalized Software, and Operating Lease Assets by Geographic Area (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LongLivedAssetsByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "bkng:OtherLongLivedAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R105": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i75496a93e6c94cc38cea1e4c3024e3e0_D20180101-20181231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockIssuedDuringPeriodValueAcquisitions", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240934058 - Disclosure - ACQUISITIONS (Details)", "role": "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "shortName": "ACQUISITIONS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "iff9fc46d2f5c461891db9c2d67b34e0c_D20190101-20191231", "decimals": "-6", "lang": "en-US", "name": "bkng:PaymentforContingentConsiderationLiabilityTotal", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R106": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240954059 - Disclosure - RESTRUCTURING AND OTHER EXIT COSTS (Details)", "role": "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails", "shortName": "RESTRUCTURING AND OTHER EXIT COSTS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "bkng:RestructuringChargesNoncash", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R107": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i627cc42c1bac453b8279e6de633b8944_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "bkng:GovernmentGrantAndOtherAssistanceBenefitRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240974060 - Disclosure - GOVERNMENT GRANTS AND OTHER ASSISTANCE (Details)", "role": "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails", "shortName": "GOVERNMENT GRANTS AND OTHER ASSISTANCE (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i627cc42c1bac453b8279e6de633b8944_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "bkng:GovernmentGrantAndOtherAssistanceBenefitRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R108": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:InvestmentIncomeInterestAndDividend", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "241004061 - Disclosure - OTHER INCOME (EXPENSE), NET (Details)", "role": "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails", "shortName": "OTHER INCOME (EXPENSE), NET (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:InvestmentIncomeInterestAndDividend", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210081003 - Disclosure - REVENUE", "role": "http://www.bookingholdings.com/role/REVENUE", "shortName": "REVENUE", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210141004 - Disclosure - STOCK-BASED COMPENSATION", "role": "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATION", "shortName": "STOCK-BASED COMPENSATION", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210221005 - Disclosure - INVESTMENTS", "role": "http://www.bookingholdings.com/role/INVESTMENTS", "shortName": "INVESTMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210261006 - Disclosure - FAIR VALUE MEASUREMENTS", "role": "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTS", "shortName": "FAIR VALUE MEASUREMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsAndNontradeReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210321007 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS", "role": "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETS", "shortName": "ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsAndNontradeReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210361008 - Disclosure - NET INCOME PER SHARE", "role": "http://www.bookingholdings.com/role/NETINCOMEPERSHARE", "shortName": "NET INCOME PER SHARE", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210391009 - Disclosure - PROPERTY AND EQUIPMENT, NET", "role": "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNET", "shortName": "PROPERTY AND EQUIPMENT, NET", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210431010 - Disclosure - LEASES", "role": "http://www.bookingholdings.com/role/LEASES", "shortName": "LEASES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210501011 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS", "role": "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETS", "shortName": "GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100010002 - Statement - CONSOLIDATED BALANCE SHEETS", "role": "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "shortName": "CONSOLIDATED BALANCE SHEETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:MarketableSecuritiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210561012 - Disclosure - DEBT", "role": "http://www.bookingholdings.com/role/DEBT", "shortName": "DEBT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:TreasuryStockTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210661013 - Disclosure - TREASURY STOCK", "role": "http://www.bookingholdings.com/role/TREASURYSTOCK", "shortName": "TREASURY STOCK", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:TreasuryStockTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210701014 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT", "role": "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENT", "shortName": "ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210731015 - Disclosure - INCOME TAXES", "role": "http://www.bookingholdings.com/role/INCOMETAXES", "shortName": "INCOME TAXES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210801016 - Disclosure - COMMITMENTS AND CONTINGENCIES", "role": "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIES", "shortName": "COMMITMENTS AND CONTINGENCIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210861017 - Disclosure - BENEFIT PLANS", "role": "http://www.bookingholdings.com/role/BENEFITPLANS", "shortName": "BENEFIT PLANS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210881018 - Disclosure - GEOGRAPHIC INFORMATION", "role": "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATION", "shortName": "GEOGRAPHIC INFORMATION", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210921019 - Disclosure - ACQUISITIONS", "role": "http://www.bookingholdings.com/role/ACQUISITIONS", "shortName": "ACQUISITIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210941020 - Disclosure - RESTRUCTURING AND OTHER EXIT COSTS", "role": "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTS", "shortName": "RESTRUCTURING AND OTHER EXIT COSTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "bkng:GovernmentGrantsAndOtherAssistanceTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210961021 - Disclosure - GOVERNMENT GRANTS AND OTHER ASSISTANCE", "role": "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCE", "shortName": "GOVERNMENT GRANTS AND OTHER ASSISTANCE", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "bkng:GovernmentGrantsAndOtherAssistanceTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:TreasuryStockShares", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100020003 - Statement - CONSOLIDATED BALANCE SHEETS (PARENTHETICAL)", "role": "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL", "shortName": "CONSOLIDATED BALANCE SHEETS (PARENTHETICAL)", "subGroupType": "", "uniqueAnchor": null }, "R30": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherNonoperatingIncomeAndExpenseTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210981022 - Disclosure - OTHER INCOME (EXPENSE), NET", "role": "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENET", "shortName": "OTHER INCOME (EXPENSE), NET", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherNonoperatingIncomeAndExpenseTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "220042001 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "role": "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230053001 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "role": "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230093002 - Disclosure - REVENUE (Tables)", "role": "http://www.bookingholdings.com/role/REVENUETables", "shortName": "REVENUE (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230153003 - Disclosure - STOCK-BASED COMPENSATION (Tables)", "role": "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONTables", "shortName": "STOCK-BASED COMPENSATION (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230233004 - Disclosure - INVESTMENTS (Tables)", "role": "http://www.bookingholdings.com/role/INVESTMENTSTables", "shortName": "INVESTMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230273005 - Disclosure - FAIR VALUE MEASUREMENTS (Tables)", "role": "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSTables", "shortName": "FAIR VALUE MEASUREMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableAllowanceForCreditLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230333006 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables)", "role": "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSTables", "shortName": "ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableAllowanceForCreditLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230373007 - Disclosure - NET INCOME PER SHARE (Tables)", "role": "http://www.bookingholdings.com/role/NETINCOMEPERSHARETables", "shortName": "NET INCOME PER SHARE (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230403008 - Disclosure - PROPERTY AND EQUIPMENT, NET (Tables)", "role": "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETTables", "shortName": "PROPERTY AND EQUIPMENT, NET (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100030004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS", "role": "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "shortName": "CONSOLIDATED STATEMENTS OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:MarketingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "bkng:LesseeLeaseTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230443009 - Disclosure - LEASES (Tables)", "role": "http://www.bookingholdings.com/role/LEASESTables", "shortName": "LEASES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "bkng:LesseeLeaseTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230513010 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS (Tables)", "role": "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSTables", "shortName": "GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230573011 - Disclosure - DEBT (Tables)", "role": "http://www.bookingholdings.com/role/DEBTTables", "shortName": "DEBT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfTreasuryStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230673012 - Disclosure - TREASURY STOCK (Tables)", "role": "http://www.bookingholdings.com/role/TREASURYSTOCKTables", "shortName": "TREASURY STOCK (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfTreasuryStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230713013 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Tables)", "role": "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTTables", "shortName": "ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230743014 - Disclosure - INCOME TAXES (Tables)", "role": "http://www.bookingholdings.com/role/INCOMETAXESTables", "shortName": "INCOME TAXES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230893015 - Disclosure - GEOGRAPHIC INFORMATION (Tables)", "role": "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONTables", "shortName": "GEOGRAPHIC INFORMATION (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230993016 - Disclosure - OTHER INCOME (EXPENSE), NET (Tables)", "role": "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETTables", "shortName": "OTHER INCOME (EXPENSE), NET (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "bkng:NumberOfBrands", "reportCount": 1, "unique": true, "unitRef": "brand", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240024001 - Disclosure - BUSINESS DESCRIPTION (Details)", "role": "http://www.bookingholdings.com/role/BUSINESSDESCRIPTIONDetails", "shortName": "BUSINESS DESCRIPTION (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "bkng:NumberOfBrands", "reportCount": 1, "unique": true, "unitRef": "brand", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240064002 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details)", "role": "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESReconciliationofCashandCashEquivalentsandRestrictedCashandCashEquivalentsDetails", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i0fce4ba5a4a0424db9b4a7616c19e7a9_I20181231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i3858cac95fa44c66a2b7bcb6e1d7474c_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100040005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL)", "role": "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSPARENTHETICAL", "shortName": "CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL)", "subGroupType": "", "uniqueAnchor": null }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ibccc094798c546489325de7c2b6ab81e_D20200401-20200430", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:ProceedsFromIssuanceOfLongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240074003 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)", "role": "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ibccc094798c546489325de7c2b6ab81e_D20200401-20200430", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:ProceedsFromIssuanceOfLongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia04d7892a68249b190bf269ba8ff7472_D20200101-20201231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240104004 - Disclosure - REVENUE - Disaggregation of Revenue (Details)", "role": "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails", "shortName": "REVENUE - Disaggregation of Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia04d7892a68249b190bf269ba8ff7472_D20200101-20201231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenuePerformanceObligationDescriptionOfTiming", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240114005 - Disclosure - REVENUE - Summary of the Activity of Deferred Revenue (Details)", "role": "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails", "shortName": "REVENUE - Summary of the Activity of Deferred Revenue (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenuePerformanceObligationDescriptionOfTiming", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240124006 - Disclosure - REVENUE - Loyalty and Other Incentive Programs (Details)", "role": "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails", "shortName": "REVENUE - Loyalty and Other Incentive Programs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia15db8640cd24a46be47e764a7e15b66_D20180301-20180331", "decimals": null, "lang": "en-US", "name": "bkng:LoyaltyAndOtherIncentiveProgramsExpirationPeriodForRewardPoints", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "bkng:ContractWithCustomerReductionIncreaseToRevenueForRefundsPaidOrEstimatedToBePayableToTravelers", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240134007 - Disclosure - REVENUE - Impact of COVID-19 (Details)", "role": "http://www.bookingholdings.com/role/REVENUEImpactofCOVID19Details", "shortName": "REVENUE - Impact of COVID-19 (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "bkng:ContractWithCustomerReductionIncreaseToRevenueForRefundsPaidOrEstimatedToBePayableToTravelers", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240164008 - Disclosure - STOCK-BASED COMPENSATION - Narrative (Details)", "role": "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "shortName": "STOCK-BASED COMPENSATION - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i610b418941a84d6291b1c5c6b4366ad1_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240174009 - Disclosure - STOCK-BASED COMPENSATION - Summary of the Activity of Restricted Stock Units for Employees and Non-Employee Directors (Details)", "role": "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails", "shortName": "STOCK-BASED COMPENSATION - Summary of the Activity of Restricted Stock Units for Employees and Non-Employee Directors (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i610b418941a84d6291b1c5c6b4366ad1_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNonvestedPerformanceBasedUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ic48090268a714b798b1e7ad51d6f7c19_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240184010 - Disclosure - STOCK-BASED COMPENSATION - Summary of the Activity of Performance Share Units for Employees (Details)", "role": "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "shortName": "STOCK-BASED COMPENSATION - Summary of the Activity of Performance Share Units for Employees (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNonvestedPerformanceBasedUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i8b873ba6e6dc4b5f811637610ff343a3_D20200101-20201231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNonvestedPerformanceBasedUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "iebc55246f6e7475c8b5effc34de36cea_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240194011 - Disclosure - STOCK-BASED COMPENSATION - Summary of Estimated Vesting of Performance Share Units (Details)", "role": "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails", "shortName": "STOCK-BASED COMPENSATION - Summary of Estimated Vesting of Performance Share Units (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "bkng:EstimatedvestingofperformanceshareunitsgrantedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ibcb09735122d4cf9bac11bfe1a0052c7_I20201231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ib2e242d698fc47d9af66cce17fec40c7_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240204012 - Disclosure - STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used to Value Options Granted (Details)", "role": "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails", "shortName": "STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used to Value Options Granted (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ib2e242d698fc47d9af66cce17fec40c7_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100050006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "role": "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "shortName": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i6a8edfe62d734df0a41bc6aefa8bfdb9_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240214013 - Disclosure - STOCK-BASED COMPENSATION - Summary of Activity for Stock Options (Details)", "role": "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails", "shortName": "STOCK-BASED COMPENSATION - Summary of Activity for Stock Options (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ib2e242d698fc47d9af66cce17fec40c7_D20200101-20201231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:StockIssuedDuringPeriodSharesStockOptionsExercised", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240244014 - Disclosure - INVESTMENTS - Summary of Investments by Major Security Type (Details)", "role": "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails", "shortName": "INVESTMENTS - Summary of Investments by Major Security Type (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:InvestmentTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "iddac2411fe4d434fa702fb6759800bab_I20191231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedGainBeforeTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EquitySecuritiesFvNiGainLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240254015 - Disclosure - INVESTMENTS - Narrative (Details)", "role": "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "shortName": "INVESTMENTS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ic44cd46df42b4559b148d87348138973_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ProceedsFromSaleAndMaturityOfMarketableSecurities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EquitySecuritiesWithoutReadilyDeterminableFairValueImpairmentLossAnnualAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240284016 - Disclosure - FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details)", "role": "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "shortName": "FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i372eb6262c3c4e54880cf34792cb8f62_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AssetsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "iaec1e2ac91e04ce782ae94906399e8d2_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AssetsFairValueDisclosure", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240294017 - Disclosure - FAIR VALUE MEASUREMENTS - Investments (Details)", "role": "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "shortName": "FAIR VALUE MEASUREMENTS - Investments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i860ef221af50403da2ccca9f42abd2dc_I20200331", "decimals": "2", "lang": "en-US", "name": "bkng:Fairvaluemeasurementinputspercentages", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240304018 - Disclosure - FAIR VALUE MEASUREMENTS - Estimated Fair Values and Notional Amounts of Derivatives (Details)", "role": "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "shortName": "FAIR VALUE MEASUREMENTS - Estimated Fair Values and Notional Amounts of Derivatives (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "id7b3f024892a4002ae426d8bf07a32fa_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AvailableForSaleDebtSecuritiesAmortizedCostBasis", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240314019 - Disclosure - FAIR VALUE MEASUREMENTS - Other Financial Assets and Liabilities (Details)", "role": "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "shortName": "FAIR VALUE MEASUREMENTS - Other Financial Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R67": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableGrossCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240344020 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details)", "role": "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "shortName": "ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AccountsReceivableGrossCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i8e1406857b364aa0b03378c9dc261c65_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240354021 - Disclosure - ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Receivables (Details)", "role": "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSSummaryoftheActivityoftheAllowanceforExpectedCreditLossesonReceivablesDetails", "shortName": "ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Receivables (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i68986b4e146f49a4be35561e6aad584a_I20171231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:WeightedAverageNumberOfSharesOutstandingBasic", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240384022 - Disclosure - NET INCOME PER SHARE (Details)", "role": "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails", "shortName": "NET INCOME PER SHARE (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:IncrementalCommonSharesAttributableToShareBasedPaymentArrangements", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i4ad1b79c34ed4b31b559df0a46cd69ff_I20171231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100060007 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY", "role": "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "shortName": "CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i4ad1b79c34ed4b31b559df0a46cd69ff_I20171231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240414023 - Disclosure - PROPERTY AND EQUIPMENT, NET (Details)", "role": "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "shortName": "PROPERTY AND EQUIPMENT, NET (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DepreciationNonproduction", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240424024 - Disclosure - PROPERTY AND EQUIPMENT, NET - Narrative (Details)", "role": "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails", "shortName": "PROPERTY AND EQUIPMENT, NET - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DepreciationNonproduction", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240454025 - Disclosure - LEASES - Narrative (Details)", "role": "http://www.bookingholdings.com/role/LEASESNarrativeDetails", "shortName": "LEASES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240464026 - Disclosure - LEASES - Operating Leases Recognized in the Balance Sheet (Details)", "role": "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails", "shortName": "LEASES - Operating Leases Recognized in the Balance Sheet (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "bkng:LesseeLeaseTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:OperatingLeaseLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:LeaseCostTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240474027 - Disclosure - LEASES - Operating Leases Recognized in the Statement of Operations (Details)", "role": "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails", "shortName": "LEASES - Operating Leases Recognized in the Statement of Operations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:LeaseCostTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240484028 - Disclosure - LEASES - Maturities of Operating Lease Liabilities (Details)", "role": "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails", "shortName": "LEASES - Maturities of Operating Lease Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "bkng:LeaseCashFlowTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240494029 - Disclosure - LEASES - Supplemental Cash Flow Information Related To Operating Leases (Details)", "role": "http://www.bookingholdings.com/role/LEASESSupplementalCashFlowInformationRelatedToOperatingLeasesDetails", "shortName": "LEASES - Supplemental Cash Flow Information Related To Operating Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "bkng:LeaseCashFlowTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i8e1406857b364aa0b03378c9dc261c65_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240524030 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Changes in the Balance of Goodwill (Details)", "role": "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSChangesintheBalanceofGoodwillDetails", "shortName": "GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Changes in the Balance of Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:GoodwillAcquiredDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:GoodwillImpairmentLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240534031 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Narrative (Details)", "role": "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails", "shortName": "GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240544032 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Intangible Assets (Details)", "role": "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails", "shortName": "GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100070008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS", "role": "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "shortName": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240554033 - Disclosure - GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Annual Estimated Amortization Expense for Intangible Assets (Details)", "role": "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails", "shortName": "GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Annual Estimated Amortization Expense for Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ica072129719840aba51ccc7673202d31_I20190831", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240584034 - Disclosure - DEBT - Revolving Credit Facility (Details)", "role": "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "shortName": "DEBT - Revolving Credit Facility (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ica072129719840aba51ccc7673202d31_I20190831", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240594035 - Disclosure - DEBT - Schedule of Outstanding Debt (Details)", "role": "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "shortName": "DEBT - Schedule of Outstanding Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i4006ef379fc34aca87398a757241d19b_I20201231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240604036 - Disclosure - DEBT - Fair Value of Debt (Details)", "role": "http://www.bookingholdings.com/role/DEBTFairValueofDebtDetails", "shortName": "DEBT - Fair Value of Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i4006ef379fc34aca87398a757241d19b_I20201231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i6a48271eb7d74a8abcbb085cb6b9ea2d_I20130531", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240614037 - Disclosure - DEBT - Convertible Senior Notes (Details)", "role": "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "shortName": "DEBT - Convertible Senior Notes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i9819767bafec4539903e05a9083713a7_D20200601-20200630", "decimals": "-8", "lang": "en-US", "name": "bkng:PaymentsRelatedToPrincipleOfSeniorConvertibleNotes", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfFinancingCostsAndDiscounts", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240624038 - Disclosure - DEBT - Summary of Interest Expenses and Weighted-Average Effective Interest Rates Related To Convertible Senior Notes (Details)", "role": "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails", "shortName": "DEBT - Summary of Interest Expenses and Weighted-Average Effective Interest Rates Related To Convertible Senior Notes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "bkng:InterestExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2ead5ec4882d46b4a756c7a93f2e9342_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "bkng:DebtInstrumentCouponInterestExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240634039 - Disclosure - DEBT - Other Long-term Debt (Details)", "role": "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "shortName": "DEBT - Other Long-term Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "ix:continuation", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia05b4eeabc5b438b8fb91b5da5a4747b_D20200101-20201231", "decimals": "-8", "lang": "en-US", "name": "us-gaap:NotionalAmountOfNonderivativeInstruments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ib1965e5e4f604bb38a24ec50a058d2fe_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentInterestRateStatedPercentage", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240644040 - Disclosure - DEBT - Summary of Interest Expenses Related to Other Long-Term Debt (Details)", "role": "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails", "shortName": "DEBT - Summary of Interest Expenses Related to Other Long-Term Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ieadd1e2437724e8fabea24981a56e279_I20170331", "decimals": "4", "lang": "en-US", "name": "us-gaap:DebtInstrumentInterestRateEffectivePercentage", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfFinancingCostsAndDiscounts", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240654041 - Disclosure - DEBT - Summary of Interest Expenses Related to Other Long-term Debt (Details)", "role": "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails", "shortName": "DEBT - Summary of Interest Expenses Related to Other Long-term Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i7acc6367e58e4c579bc39bbc3da4db13_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "bkng:DebtInstrumentCouponInterestExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsRelatedToTaxWithholdingForShareBasedCompensation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240684042 - Disclosure - TREASURY STOCK - Narrative (Details)", "role": "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails", "shortName": "TREASURY STOCK - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsRelatedToTaxWithholdingForShareBasedCompensation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210011001 - Disclosure - BUSINESS DESCRIPTION", "role": "http://www.bookingholdings.com/role/BUSINESSDESCRIPTION", "shortName": "BUSINESS DESCRIPTION", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R90": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfTreasuryStockByClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:TreasuryStockSharesAcquired", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240694043 - Disclosure - TREASURY STOCK - Summary of Stock Repurchase Activities (Details)", "role": "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails", "shortName": "TREASURY STOCK - Summary of Stock Repurchase Activities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfTreasuryStockByClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:SharesPaidForTaxWithholdingForShareBasedCompensation", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i8e1406857b364aa0b03378c9dc261c65_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240724044 - Disclosure - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Details)", "role": "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "shortName": "ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:OciBeforeReclassificationsNetOfTaxAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240754045 - Disclosure - INCOME TAXES - Narrative (Details)", "role": "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails", "shortName": "INCOME TAXES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CurrentForeignTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240764046 - Disclosure - INCOME TAXES - Income Tax Expense (Benefit) (Details)", "role": "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails", "shortName": "INCOME TAXES - Income Tax Expense (Benefit) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CurrentForeignTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R94": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240774047 - Disclosure - INCOME TAXES - Net Deferred Tax Assets/(Liabilities) (Details)", "role": "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails", "shortName": "INCOME TAXES - Net Deferred Tax Assets/(Liabilities) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i2f9df7bcee634bde8547d70a971d94b8_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R95": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240784048 - Disclosure - INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)", "role": "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails", "shortName": "INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R96": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i8e1406857b364aa0b03378c9dc261c65_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240794049 - Disclosure - INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details)", "role": "http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails", "shortName": "INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ia3ea87b6f0344a83917f8aec4cbe0eb6_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R97": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "iab781216152d4340bb817f2614dd0b96_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyAccrualAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240814050 - Disclosure - COMMITMENTS AND CONTINGENCIES - Competition and Consumer Protection Reviews (Details)", "role": "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESCompetitionandConsumerProtectionReviewsDetails", "shortName": "COMMITMENTS AND CONTINGENCIES - Competition and Consumer Protection Reviews (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "iab781216152d4340bb817f2614dd0b96_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyAccrualAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R98": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i8e1406857b364aa0b03378c9dc261c65_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240824051 - Disclosure - COMMITMENTS AND CONTINGENCIES - Tax Matters (Details)", "role": "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails", "shortName": "COMMITMENTS AND CONTINGENCIES - Tax Matters (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "i0636665a59d74dd09cc023fe1be2515c_D20191201-20191231", "decimals": "-6", "lang": "en-US", "name": "bkng:LossContingencyTaxInterestandPenaltiesAssessed", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R99": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ic5affc2bea464a1b9926e715078746d0_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyRangeOfPossibleLossPortionNotAccrued", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240834052 - Disclosure - COMMITMENTS AND CONTINGENCIES - Other Matters (Details)", "role": "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "shortName": "COMMITMENTS AND CONTINGENCIES - Other Matters (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "bkng-20201231.htm", "contextRef": "ic5affc2bea464a1b9926e715078746d0_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyRangeOfPossibleLossPortionNotAccrued", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } } }, "segmentCount": 166, "tag": { "bkng_A0.35SeniorConvertibleNotesDueJune2020Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "0.35% Senior Convertible Notes Due June 2020 [Member]", "label": "0.35% Senior Convertible Notes Due June 2020 [Member]", "terseLabel": "0.35% Convertible Senior Notes due June 2020" } } }, "localname": "A0.35SeniorConvertibleNotesDueJune2020Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A0.8SeniorNotesDueMarch2022Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "0.8% Senior Notes Due March 2022 [Member]", "label": "0.8% Senior Notes Due March 2022 [Member]", "terseLabel": "0.8% (\u20ac1 Billion) Senior Notes due March 2022", "verboseLabel": "0.800% Senior Notes Due 2022" } } }, "localname": "A0.8SeniorNotesDueMarch2022Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A0.9SeniorConvertibleNotesDueSeptember2021Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "0.9% Senior Convertible Notes Due September 2021 [Member]", "label": "0.9% Senior Convertible Notes Due September 2021 [Member]", "terseLabel": "0.9% Convertible Senior Notes due September 2021" } } }, "localname": "A0.9SeniorConvertibleNotesDueSeptember2021Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A075SeniorConvertibleNotesDueMay2025Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "0.75% Senior Convertible Notes Due May 2025", "label": "0.75% Senior Convertible Notes Due May 2025 [Member]", "terseLabel": "0.75% Convertible Senior Notes due May 2025" } } }, "localname": "A075SeniorConvertibleNotesDueMay2025Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A1.8SeniorNotesDueMarch2027Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "1.8% Senior Notes Due March 2027 [Member]", "label": "1.8% Senior Notes Due March 2027 [Member]", "terseLabel": "1.8% (\u20ac1 Billion) Senior Notes due March 2027", "verboseLabel": "1.800% Senior Notes Due 2027" } } }, "localname": "A1.8SeniorNotesDueMarch2027Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A2.15SeniorNotesDueNovember2022Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2.15% Senior Notes Due November 2022 [Member]", "label": "2.15% Senior Notes Due November 2022 [Member]", "terseLabel": "2.15% (\u20ac750 Million) Senior Notes due November 2022", "verboseLabel": "2.150% Senior Notes Due 2022" } } }, "localname": "A2.15SeniorNotesDueNovember2022Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A2.375SeniorNotesDueSeptember2024MemberMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2.375% Senior Notes Due September 2024 [Member] [Member]", "label": "2.375% Senior Notes Due September 2024 [Member] [Member]", "verboseLabel": "2.375% Senior Notes Due 2024" } } }, "localname": "A2.375SeniorNotesDueSeptember2024MemberMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "domainItemType" }, "bkng_A2.75SeniorNotesDueMarch2023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2.75% Senior Notes Due March 2023 [Member]", "label": "2.75% Senior Notes Due March 2023 [Member]", "terseLabel": "2.75% Senior Notes due March 2023" } } }, "localname": "A2.75SeniorNotesDueMarch2023Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A2019ShareRepurchaseProgramMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2019 Share Repurchase Program [Member]", "label": "2019 Share Repurchase Program [Member]", "terseLabel": "2019 Share Repurchase Program" } } }, "localname": "A2019ShareRepurchaseProgramMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_A2375SeniorNotesDueSeptember2024Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2.375% Senior Notes Due September 2024", "label": "2.375% Senior Notes Due September 2024 [Member]", "terseLabel": "2.375% (\u20ac1 Billion) Senior Notes due September 2024" } } }, "localname": "A2375SeniorNotesDueSeptember2024Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A3.55SeniorNotesDueMarch2028Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "3.55% Senior Notes Due March 2028 [Member]", "label": "3.55% Senior Notes Due March 2028 [Member]", "terseLabel": "3.55% Senior Notes due March 2028" } } }, "localname": "A3.55SeniorNotesDueMarch2028Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A3.65SeniorNotesDueMarch2025Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "3.65% Senior Notes Due March 2025 [Member]", "label": "3.65% Senior Notes Due March 2025 [Member]", "terseLabel": "3.65% Senior Notes due March 2025" } } }, "localname": "A3.65SeniorNotesDueMarch2025Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A3.6SeniorNotesDueJune2026Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "3.6% Senior Notes Due June 2026 [Member]", "label": "3.6% Senior Notes Due June 2026 [Member]", "terseLabel": "3.6% Senior Notes due June 2026" } } }, "localname": "A3.6SeniorNotesDueJune2026Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A4.5SeniorNotesDueApril2027Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "4.5% Senior Notes Due April 2027 [Member]", "label": "4.5% Senior Notes Due April 2027 [Member]", "terseLabel": "4.5% Senior Notes due April 2027" } } }, "localname": "A4.5SeniorNotesDueApril2027Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A4.625SeniorNotesDueApril2030Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "4.625% Senior Notes Due April 2030 [Member]", "label": "4.625% Senior Notes Due April 2030 [Member]", "terseLabel": "4.625% Senior Notes due April 2030" } } }, "localname": "A4.625SeniorNotesDueApril2030Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_A41SeniorNotesDueApril2025Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "4.1% Senior Notes due April 2025", "label": "4.1% Senior Notes due April 2025 [Member]", "terseLabel": "4.1% Senior Notes due April 2025" } } }, "localname": "A41SeniorNotesDueApril2025Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_AOCIAttributableToParentBeforeReclassificationsBeforeTaxRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "AOCI Attributable To Parent, Before Reclassifications, Before Tax [Roll Forward]", "label": "AOCI Attributable To Parent, Before Reclassifications, Before Tax [Roll Forward]", "terseLabel": "Before tax" } } }, "localname": "AOCIAttributableToParentBeforeReclassificationsBeforeTaxRollForward", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "stringItemType" }, "bkng_AOCIAttributableToParentTaxRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "AOCI Attributable To Parent, Tax [Roll Forward]", "label": "AOCI Attributable To Parent, Tax [Roll Forward]", "terseLabel": "Tax benefit (expense)" } } }, "localname": "AOCIAttributableToParentTaxRollForward", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "stringItemType" }, "bkng_AccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Line Items] for Accounting Policies [Table]", "label": "Accounting Policies [Line Items]", "terseLabel": "Accounting Policies [Line Items]" } } }, "localname": "AccountingPoliciesLineItems", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "bkng_AccountingPoliciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Accounting Policies [Table]", "label": "Accounting Policies [Table]", "terseLabel": "Accounting Policies [Table]" } } }, "localname": "AccountingPoliciesTable", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "bkng_AccountsReceivableAllowanceForCreditLossForeignCurrencyTranslationAdjustmentIncreaseDecrease": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accounts Receivable, Allowance for Credit Loss, Foreign Currency Translation Adjustment, Increase (Decrease)", "label": "Accounts Receivable, Allowance for Credit Loss, Foreign Currency Translation Adjustment, Increase (Decrease)", "terseLabel": "Foreign currency translation adjustments" } } }, "localname": "AccountsReceivableAllowanceForCreditLossForeignCurrencyTranslationAdjustmentIncreaseDecrease", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSSummaryoftheActivityoftheAllowanceforExpectedCreditLossesonReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Accumulated Foreign Currency Adjustment Attributable To Parent, Foreign Currency Translation [Member]", "label": "Accumulated Foreign Currency Adjustment Attributable To Parent, Foreign Currency Translation [Member]", "terseLabel": "Foreign Currency Translation Adjustments - Foreign Currency Translation" } } }, "localname": "AccumulatedForeignCurrencyAdjustmentAttributableToParentForeignCurrencyTranslationMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "domainItemType" }, "bkng_AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Accumulated Foreign Currency Adjustment Attributable To Parent, Net Investment Hedges [Member]", "label": "Accumulated Foreign Currency Adjustment Attributable To Parent, Net Investment Hedges [Member]", "terseLabel": "Foreign Currency Translation Adjustments - Net Investment Hedges" } } }, "localname": "AccumulatedForeignCurrencyAdjustmentAttributableToParentNetInvestmentHedgesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "domainItemType" }, "bkng_Acquisitionoflanduserights": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Acquisition of land use rights", "label": "Acquisition of land use rights", "terseLabel": "Acquisition of land use rights" } } }, "localname": "Acquisitionoflanduserights", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails" ], "xbrltype": "monetaryItemType" }, "bkng_AdditionalPaymentToDebtHolderSettledInSharesAggregateValueOfShares": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This element represents the estimated aggregate value of additional shares that the entity would be required to pay in the event that all or substantially all of the entity's common stock is acquired on or prior to the maturity of the specified convertible notes in a transaction in which the consideration paid to holders of the entity's common stock consists of all or substantially all cash.", "label": "Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares", "terseLabel": "Additional payment to debt holder, settled in shares, aggregate value of shares" } } }, "localname": "AdditionalPaymentToDebtHolderSettledInSharesAggregateValueOfShares", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_AdjustmentforchangeinestimatedprobableoutcomeattheendoftheperformanceperiodMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Adjustment for change in estimated probable outcome at the end of the performance period [Member]", "label": "Adjustment for change in estimated probable outcome at the end of the performance period [Member]", "terseLabel": "Adjustment for change in estimated probable outcome at the end of the performance period" } } }, "localname": "AdjustmentforchangeinestimatedprobableoutcomeattheendoftheperformanceperiodMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_AdjustmentsToAdditionalPaidInCapitalSeniorConvertibleNotesConverted": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital Senior Convertible Notes Converted", "label": "Adjustments To Additional Paid In Capital Senior Convertible Notes Converted", "negatedTerseLabel": "Conversion of debt" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSeniorConvertibleNotesConverted", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "bkng_AdvertisingandotherrevenuesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Advertising and other revenues are primarily recognized by KAYAK and OpenTable and to a lesser extent by priceline for advertising placements on its website and Booking.com's BookingSuite branded accommodation marketing and business analytics services. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies (\"OTCs\") and travel service providers and from advertising placements on its websites and mobile apps. Revenue related to referrals is recognized when a customer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a customer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes reservation fees when diners are seated through its online restaurant reservation service and subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided.", "label": "Advertising and other revenues [Member]", "terseLabel": "Advertising and other revenues" } } }, "localname": "AdvertisingandotherrevenuesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "domainItemType" }, "bkng_AgencyRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency revenues are derived from travel-related transactions where the Company does not receive payments from travelers for the travel reservation services provided. Agency revenues consist almost entirely of travel reservation commissions, as well as certain global distribution fees (\"GDS\"), reservation booking fees and certain travel insurance fees.", "label": "Agency Revenue [Member]", "terseLabel": "Agency revenues" } } }, "localname": "AgencyRevenueMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "domainItemType" }, "bkng_AssessmenttransfertaxesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assessment, transfer taxes", "label": "Assessment, transfer taxes [Member]", "terseLabel": "Transfer Tax Assessments" } } }, "localname": "AssessmenttransfertaxesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "domainItemType" }, "bkng_AwardsOtherThanOptionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information related to awards other than stock options awarded as part of an equity-based compensation plan.", "label": "Awards Other Than Options [Member]", "terseLabel": "Restricted Stock Units and Performance Share Units" } } }, "localname": "AwardsOtherThanOptionsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_Booking.comMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Booking.com [Member]", "label": "Booking.com [Member]", "terseLabel": "Booking.com" } } }, "localname": "Booking.comMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "domainItemType" }, "bkng_BuildingconstructioninprogressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Building construction-in-progress [Member]", "label": "Building construction-in-progress [Member]", "terseLabel": "Building construction-in-progress" } } }, "localname": "BuildingconstructioninprogressMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "domainItemType" }, "bkng_COVID19Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "COVID-19", "label": "COVID-19 [Member]", "terseLabel": "COVID-19" } } }, "localname": "COVID19Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "domainItemType" }, "bkng_CloudComputingArrangementsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cloud Computing Arrangements", "label": "Cloud Computing Arrangements [Policy Text Block]", "terseLabel": "Cloud Computing Arrangements" } } }, "localname": "CloudComputingArrangementsPolicyTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "bkng_CommonStockRepurchaseProgramMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock Repurchase Program", "label": "Common Stock Repurchase Program [Member]", "terseLabel": "Authorized stock repurchase programs" } } }, "localname": "CommonStockRepurchaseProgramMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "domainItemType" }, "bkng_ContractWithCustomerLiabilityCancellationRefunds": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Contract With Customer, Liability, Cancellation Refunds", "label": "Contract With Customer, Liability, Cancellation Refunds", "negatedLabel": "Cancellations" } } }, "localname": "ContractWithCustomerLiabilityCancellationRefunds", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "bkng_ContractWithCustomerReductionIncreaseToRevenueForRefundsPaidOrEstimatedToBePayableToTravelers": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of reduction (increase) to revenue for refunds paid or estimated to be payable to travelers to provide free cancellation for certain non-refundable reservations without a corresponding estimated expected recovery from the travel service provider.", "label": "Contract With Customer, reduction (increase) to revenue for refunds paid or estimated to be payable to travelers", "terseLabel": "Reduction in revenue for refunds paid or estimated to be payable" } } }, "localname": "ContractWithCustomerReductionIncreaseToRevenueForRefundsPaidOrEstimatedToBePayableToTravelers", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUEImpactofCOVID19Details" ], "xbrltype": "monetaryItemType" }, "bkng_ConvertibleDebt100PercentDueMarch2018Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This element represents the information pertaining to Convertible Senior Notes with interest rate of 1.00 percent due in March 2018 [Member]", "label": "Convertible Debt 1.00 Percent Due March 2018 [Member]", "terseLabel": "1.00% Convertible Debt due March 2018" } } }, "localname": "ConvertibleDebt100PercentDueMarch2018Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "domainItemType" }, "bkng_DebtConversionConvertedInstrumentCash": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The value of the conversion premium on the convertible instrument paid in cash and booked to additional paid in capital.", "label": "Debt Conversion, Converted Instrument, Cash", "terseLabel": "Cash payment of the conversion value in excess of the principal amount" } } }, "localname": "DebtConversionConvertedInstrumentCash", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DebtInstrumentConvertibleCarryingAmountOfEquityComponentRelatedToDebtDiscountNetOfTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of the equity component of convertible debt related to debt discount, net of tax.", "label": "Debt Instrument Convertible Carrying Amount Of The Equity Component Related To Debt Discount Net Of Tax", "terseLabel": "Debt discount related to convertible notes, net of tax" } } }, "localname": "DebtInstrumentConvertibleCarryingAmountOfEquityComponentRelatedToDebtDiscountNetOfTax", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DebtInstrumentCouponInterestExpense": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails": { "order": 2.0, "parentTag": "us-gaap_InterestExpenseDebt", "weight": 1.0 }, "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails": { "order": 2.0, "parentTag": "us-gaap_InterestExpense", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Interest expense related to the coupon rate of the debt instrument(s)", "label": "Debt Instrument, Coupon Interest Expense", "terseLabel": "Coupon interest expense" } } }, "localname": "DebtInstrumentCouponInterestExpense", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DebtInstrumentCovenantMinimumLiquidityAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Covenant, Minimum Liquidity Amount", "label": "Debt Instrument, Covenant, Minimum Liquidity Amount", "terseLabel": "Debt instrument, minimum liquidity covenant, amount" } } }, "localname": "DebtInstrumentCovenantMinimumLiquidityAmount", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DebtInstrumentCovenantProFormaLiquidityRequiredForDistribution": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Covenant, Pro Forma Liquidity Required For Distribution", "label": "Debt Instrument, Covenant, Pro Forma Liquidity Required For Distribution", "terseLabel": "Debt instrument, covenant, required minimum liquidity on a pro forma basis required for cash distribution and share repurchases" } } }, "localname": "DebtInstrumentCovenantProFormaLiquidityRequiredForDistribution", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DebtInstrumentReferenceRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Reference Rate", "label": "Debt Instrument, Reference Rate", "terseLabel": "Reference rate" } } }, "localname": "DebtInstrumentReferenceRate", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "bkng_DebtsecuritiesprivatecompaniesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt securities, private companies [Member]", "label": "Debt securities, private companies [Member]", "terseLabel": "Investments in private companies, debt securities" } } }, "localname": "DebtsecuritiesprivatecompaniesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "bkng_DeferredMerchantBookings": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This relates to transactions where travelers purchase hotel room reservations or car rental reservations from travel service provider at price-disclosed rates. Charges are billed to the traveler at the time of booking. Merchant revenue (the difference between the selling price and the cost of the hotel room reservation or car rental reservation) and the accounts payable to the travel service provider are recognized at the conclusion of the traveler's stay at the hotel or when the traveler returns the rental car as amounts collected are generally refundable upon cancellation prior to the hotel stay or rental car pick-up.", "label": "Deferred Merchant Bookings", "terseLabel": "Deferred merchant bookings" } } }, "localname": "DeferredMerchantBookings", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "bkng_DeferredMerchantBookingsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Merchant Bookings [Member]", "label": "Deferred Merchant Bookings [Member]", "terseLabel": "Deferred Merchant Bookings" } } }, "localname": "DeferredMerchantBookingsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "domainItemType" }, "bkng_DeferredTaxAssetsEuroDenominatedDebt": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Euro Denominated Debt", "label": "Deferred Tax Assets, Euro Denominated Debt", "terseLabel": "Euro-denominated debt" } } }, "localname": "DeferredTaxAssetsEuroDenominatedDebt", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DeferredTaxAssetsForeignCurrencyTranslationAdjustment": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Foreign Currency Translation Adjustment", "label": "Deferred Tax Assets, Foreign Currency Translation Adjustment", "terseLabel": "Foreign currency translation adjustment" } } }, "localname": "DeferredTaxAssetsForeignCurrencyTranslationAdjustment", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DeferredTaxAssetsLeaseliabilities": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 8.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Lease liabilities", "label": "Deferred Tax Assets, Lease liabilities", "terseLabel": "Operating lease liabilities" } } }, "localname": "DeferredTaxAssetsLeaseliabilities", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DeferredTaxAssetsOperatingLossCarryforwardsUsedInPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Operating Loss Carryforwards, Used In Period", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Used In Period", "terseLabel": "Deferred tax assets, operating loss carryforwards, used in period" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsUsedInPeriod", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DeferredTaxAssetsandLiabilitiesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Line Items] for Deferred Tax Assets and Liabilities", "label": "Deferred Tax Assets and Liabilities [Line Items]", "terseLabel": "Deferred Tax Assets and Liabilities [Line Items]" } } }, "localname": "DeferredTaxAssetsandLiabilitiesLineItems", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "bkng_DeferredTaxAssetsandLiabilitiesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets and Liabilities", "label": "Deferred Tax Assets and Liabilities [Table]", "terseLabel": "Deferred Tax Assets and Liabilities [Table]" } } }, "localname": "DeferredTaxAssetsandLiabilitiesTable", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "bkng_DeferredTaxLiabilitiesDiscountonConvertibleDebt": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 8.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Discount on Convertible Debt", "label": "Deferred Tax Liabilities, Discount on Convertible Debt", "negatedTerseLabel": "Discount on convertible notes" } } }, "localname": "DeferredTaxLiabilitiesDiscountonConvertibleDebt", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DeferredTaxLiabilitiesEuroDenominatedDebt": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Euro Denominated Debt", "label": "Deferred Tax Liabilities, Euro Denominated Debt", "negatedLabel": "Euro-denominated debt" } } }, "localname": "DeferredTaxLiabilitiesEuroDenominatedDebt", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_DidiChuxingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Didi Chuxing [Member]", "label": "Didi Chuxing [Member]", "terseLabel": "Didi Chuxing" } } }, "localname": "DidiChuxingMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_DocumentAndEntityInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "-- None. No documentation exists for this element. --", "label": "Document and Entity Information [Abstract]", "terseLabel": "Document and Entity Information [Abstract]" } } }, "localname": "DocumentAndEntityInformationAbstract", "nsuri": "http://www.bookingholdings.com/20201231", "xbrltype": "stringItemType" }, "bkng_EffectiveIncomeTaxRateAtInnovationBoxTaxRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This element represents the effective income tax rate on qualifying innovative activities under Innovative Box Tax.", "label": "Effective Income Tax Rate at Innovation Box Tax Rate", "terseLabel": "Innovation Box Tax rate" } } }, "localname": "EffectiveIncomeTaxRateAtInnovationBoxTaxRate", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "percentItemType" }, "bkng_EffectiveIncomeTaxRateReconciliationTaxCutsAndJobsActOf2017ChangeInTaxRateDeferredTaxProvisionalIncomeTaxExpenseBenefit": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Tax Cuts And Jobs Act Of 2017, Change In Tax Rate, Deferred Tax, Provisional Income Tax Expense (Benefit)", "label": "Effective Income Tax Rate Reconciliation, Tax Cuts And Jobs Act Of 2017, Change In Tax Rate, Deferred Tax, Provisional Income Tax Expense (Benefit)", "terseLabel": "Tax Act - Remeasurement of deferred tax balances" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCutsAndJobsActOf2017ChangeInTaxRateDeferredTaxProvisionalIncomeTaxExpenseBenefit", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "bkng_EffectiveIncomeTaxRateReconciliationTaxExpenseBenefitFederalGILTIAmount": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 10.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Federal GILTI, Amount", "label": "Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Federal GILTI, Amount", "terseLabel": "Federal GILTI" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxExpenseBenefitFederalGILTIAmount", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "bkng_EquitySecuritiesFVNIAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equity Securities, FV-NI", "label": "Equity Securities, FV-NI [Abstract]", "terseLabel": "Equity securities - other investments" } } }, "localname": "EquitySecuritiesFVNIAbstract", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "bkng_EquitySecuritiesFVNIAccumulatedGrossUnrealizedGainBeforeTax": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 2.0, "parentTag": "bkng_Longterminvestmentgrossunrealizedgain", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity Securities, FV-NI, Accumulated Gross Unrealized Gain, Before Tax", "label": "Equity Securities, FV-NI, Accumulated Gross Unrealized Gain, Before Tax", "terseLabel": "Gross Unrealized Gains /Upward Adjustments" } } }, "localname": "EquitySecuritiesFVNIAccumulatedGrossUnrealizedGainBeforeTax", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_EquitySecuritiesFVNIAccumulatedGrossUnrealizedLossBeforeTax": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 1.0, "parentTag": "bkng_Longterminvestmentgrossunrealizedloss", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity Securities, FV-NI, Accumulated Gross Unrealized Loss, Before Tax", "label": "Equity Securities, FV-NI, Accumulated Gross Unrealized Loss, Before Tax", "negatedTerseLabel": "Gross Unrealized Losses /Downward Adjustments" } } }, "localname": "EquitySecuritiesFVNIAccumulatedGrossUnrealizedLossBeforeTax", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_EquitySecuritiesPrivateCompaniesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equity securities, private companies [Member]", "label": "Equity securities, private companies [Member]", "terseLabel": "Investments in private companies, equity securities" } } }, "localname": "EquitySecuritiesPrivateCompaniesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "bkng_EquitySecuritiesWithoutReadilyDeterminableFairValueCost": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails_1": { "order": 3.0, "parentTag": "bkng_Longterminvestmentcost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cost of Equity Secuirites without readily determinable fair value", "label": "Equity Securities Without Readily Determinable Fair Value, Cost", "terseLabel": "Investment in equity securities of private companies", "totalLabel": "Cost" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueCost", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_EstimatedPossibleFine": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Estimated possible fine", "label": "Estimated possible fine", "terseLabel": "Estimated possible fine per incident" } } }, "localname": "EstimatedPossibleFine", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails" ], "xbrltype": "monetaryItemType" }, "bkng_EstimatedvestingofperformanceshareunitsgrantedTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Estimated vesting of performance share units granted [Table Text Block]", "label": "Estimated vesting of performance share units granted [Table Text Block]", "terseLabel": "Estimated vesting of performance share units granted" } } }, "localname": "EstimatedvestingofperformanceshareunitsgrantedTableTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONTables" ], "xbrltype": "textBlockItemType" }, "bkng_EuroDenominatedDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Euro-Denominated Debt [Member]", "label": "Euro-Denominated Debt [Member]", "terseLabel": "Euro-Denominated Debt" } } }, "localname": "EuroDenominatedDebtMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "bkng_ExecutiveOfficersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Executive Officers", "label": "Executive Officers [Member]", "terseLabel": "Executive Officers" } } }, "localname": "ExecutiveOfficersMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_Fairvaluemeasurementinputsnumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fair value measurement, inputs (number)", "label": "Fair value measurement, inputs (number)", "terseLabel": "Fair value measurement, inputs (number)" } } }, "localname": "Fairvaluemeasurementinputsnumber", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "integerItemType" }, "bkng_Fairvaluemeasurementinputspercentages": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fair value measurement, inputs (percentages)", "label": "Fair value measurement, inputs (percentages)", "terseLabel": "Fair value measurement, inputs (percentages)" } } }, "localname": "Fairvaluemeasurementinputspercentages", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "percentItemType" }, "bkng_FareHarborMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "FareHarbor [Member] [Member]", "label": "FareHarbor [Member]", "terseLabel": "FareHarbor" } } }, "localname": "FareHarborMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "domainItemType" }, "bkng_ForeignCurrencyTransactionGainLossbeforetaxassociatedwiththeremeasurementofnonfunctionalcurrencydebt": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Foreign Currency Transaction Gain (Loss), before tax associated with the remeasurement of non-functional currency debt", "label": "Foreign Currency Transaction Gain (Loss), before tax associated with the remeasurement of non-functional currency debt", "negatedTerseLabel": "Unrealized foreign currency transaction losses (gains) on Euro-denominated debt" } } }, "localname": "ForeignCurrencyTransactionGainLossbeforetaxassociatedwiththeremeasurementofnonfunctionalcurrencydebt", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "bkng_ForeigncurrencypurchasesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Foreign currency purchases", "label": "Foreign currency purchases [Member]", "terseLabel": "Foreign currency purchases" } } }, "localname": "ForeigncurrencypurchasesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails" ], "xbrltype": "domainItemType" }, "bkng_ForeigncurrencysalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Foreign currency sales", "label": "Foreign currency sales [Member]", "terseLabel": "Foreign currency sales" } } }, "localname": "ForeigncurrencysalesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails" ], "xbrltype": "domainItemType" }, "bkng_FrenchTaxAuditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "French Tax Audit [Member]", "label": "French Tax Audit [Member]", "terseLabel": "French Tax Audit" } } }, "localname": "FrenchTaxAuditMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "domainItemType" }, "bkng_GovernmentAndCorporateDebtSecuritiesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Government And Corporate Debt Securities", "label": "Government And Corporate Debt Securities [Member]", "terseLabel": "Government and corporate debt securities" } } }, "localname": "GovernmentAndCorporateDebtSecuritiesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_GovernmentGrantAndOtherAssistanceBenefitRecognized": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Government Grant and Other Assistance Benefit Recognized", "label": "Government Grant and Other Assistance Benefit Recognized", "terseLabel": "Government grants and other assistance benefits, recognized amount" } } }, "localname": "GovernmentGrantAndOtherAssistanceBenefitRecognized", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "monetaryItemType" }, "bkng_GovernmentGrantsAndOtherAssistancePolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for government grants and other assistance.", "label": "Government Grants and Other Assistance [Policy Text Block]", "terseLabel": "Government Grants and Other Assistance" } } }, "localname": "GovernmentGrantsAndOtherAssistancePolicyTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "bkng_GovernmentGrantsAndOtherAssistanceTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Government Grants And Other Assistance", "label": "Government Grants And Other Assistance [Text Block]", "terseLabel": "GOVERNMENT GRANTS AND OTHER ASSISTANCE" } } }, "localname": "GovernmentGrantsAndOtherAssistanceTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCE" ], "xbrltype": "textBlockItemType" }, "bkng_GrabMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Grab [Member]", "label": "Grab [Member]", "terseLabel": "Grab" } } }, "localname": "GrabMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "bkng_GroundLeaseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Ground Lease [Member]", "label": "Ground Lease [Member]", "terseLabel": "Ground Lease" } } }, "localname": "GroundLeaseMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails" ], "xbrltype": "domainItemType" }, "bkng_HeadquartersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Headquarters [Member]", "label": "Headquarters [Member]", "terseLabel": "Headquarters" } } }, "localname": "HeadquartersMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "bkng_HotelsCombinedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "HotelsCombined [Member]", "label": "HotelsCombined [Member]", "terseLabel": "HotelsCombined" } } }, "localname": "HotelsCombinedMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "domainItemType" }, "bkng_ImpactOfCOVID19PolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the Impact of COVID-19.", "label": "Impact of COVID-19 [Policy Text Block]", "terseLabel": "Impact of COVID-19" } } }, "localname": "ImpactOfCOVID19PolicyTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "bkng_IncomeTaxReconciliationAdjustmentDueToAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "-- None. No documentation exists for this element. --", "label": "Income Tax Reconciliation Adjustment Due to [Abstract]", "terseLabel": "Adjustment due to:" } } }, "localname": "IncomeTaxReconciliationAdjustmentDueToAbstract", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "stringItemType" }, "bkng_IncomeTaxReconciliationInnovationBoxTaxBenefit": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 6.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Income Tax Reconciliation, Innovation Box Tax Benefit", "label": "Income Tax Reconciliation, Innovation Box Tax Benefit", "negatedTerseLabel": "Innovation Box Tax benefit" } } }, "localname": "IncomeTaxReconciliationInnovationBoxTaxBenefit", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "bkng_InformationTechnologyExpensesPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Describes the entity's accounting policy for information technology expenses.", "label": "Information Technology Expenses [Policy Text Block]", "terseLabel": "Information Technology" } } }, "localname": "InformationTechnologyExpensesPolicyTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "bkng_InterestExpenseTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest Expense", "label": "Interest Expense [Table Text Block]", "terseLabel": "Summary of interest expenses and weighted-average effective interest rates" } } }, "localname": "InterestExpenseTableTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTTables" ], "xbrltype": "textBlockItemType" }, "bkng_InvestmentInPrivateCompanyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Investment In Private Company", "label": "Investment In Private Company [Member]", "terseLabel": "Investment in a private company" } } }, "localname": "InvestmentInPrivateCompanyMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_ItalianTaxAuditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Italian Tax Audit [Member]", "label": "Italian Tax Audit [Member]", "terseLabel": "Italian Tax Audit" } } }, "localname": "ItalianTaxAuditMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "domainItemType" }, "bkng_LaborAndRelatedExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Labor And Related Expense", "label": "Labor And Related Expense [Member]", "terseLabel": "Personnel Expenses" } } }, "localname": "LaborAndRelatedExpenseMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSPARENTHETICAL", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_LanduserightsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Land-use rights [Policy Text Block]", "label": "Land-use rights [Policy Text Block]", "terseLabel": "Land-use rights" } } }, "localname": "LanduserightsPolicyTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "bkng_LeaseArrangementAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lease Arrangement", "label": "Lease Arrangement [Axis]", "terseLabel": "Lease Arrangement [Axis]" } } }, "localname": "LeaseArrangementAxis", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "stringItemType" }, "bkng_LeaseArrangementDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lease Arrangement", "label": "Lease Arrangement [Domain]", "terseLabel": "Lease Arrangement [Domain]" } } }, "localname": "LeaseArrangementDomain", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "bkng_LeaseCashFlowTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lease, Cash Flow [Table Text Block]", "label": "Lease, Cash Flow [Table Text Block]", "terseLabel": "Operating lease supplemental cash flow" } } }, "localname": "LeaseCashFlowTableTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "bkng_LesseeLeaseTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessee, Lease [Table Text Block]", "label": "Lessee, Lease [Table Text Block]", "terseLabel": "Operating leases" } } }, "localname": "LesseeLeaseTableTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "bkng_LesseeOperatingLeaseLeaseNotyetCommencedMinimumLeasePayments": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Lessee, Operating Lease, Lease Not yet Commenced, Minimum Lease Payments", "label": "Lessee, Operating Lease, Lease Not yet Commenced, Minimum Lease Payments", "terseLabel": "Minimum lease payments related to operating lease which have not yet commenced" } } }, "localname": "LesseeOperatingLeaseLeaseNotyetCommencedMinimumLeasePayments", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/LEASESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_LineOfCreditRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line of Credit Rate [Axis]", "label": "Line of Credit Rate [Axis]", "terseLabel": "Line of Credit Rate [Axis]" } } }, "localname": "LineOfCreditRateAxis", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "bkng_LineOfCreditRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line of Credit Rate [Domain]", "label": "Line of Credit Rate [Domain]", "terseLabel": "Line of Credit Rate [Domain]" } } }, "localname": "LineOfCreditRateDomain", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "bkng_LongtermInvestmentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long-term Investments [Member]", "label": "Long-term Investments [Member]", "terseLabel": "Long-term Investments", "verboseLabel": "Long-term investments" } } }, "localname": "LongtermInvestmentsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "bkng_Longterminvestmentcost": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Long term investment, cost", "label": "Long term investment, cost", "totalLabel": "Cost" } } }, "localname": "Longterminvestmentcost", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_Longterminvestmentgrossunrealizedgain": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 1.0, "parentTag": "bkng_Longterminvestmentcost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Long term investment, gross unrealized gain", "label": "Long term investment, gross unrealized gain", "totalLabel": "Gross Unrealized Gains /Upward Adjustments" } } }, "localname": "Longterminvestmentgrossunrealizedgain", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_Longterminvestmentgrossunrealizedloss": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 3.0, "parentTag": "bkng_Longterminvestmentcost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Long term investment, gross unrealized loss", "label": "Long term investment, gross unrealized loss", "negatedTotalLabel": "Gross Unrealized Losses /Downward Adjustments" } } }, "localname": "Longterminvestmentgrossunrealizedloss", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_LossContingencyTaxInterestandPenaltiesAssessed": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Represents the tax assessment issued by the tax authority including interest and penalties.", "label": "Loss Contingency, Tax, Interest, and Penalties Assessed", "terseLabel": "Assessed taxes including interest and penalties" } } }, "localname": "LossContingencyTaxInterestandPenaltiesAssessed", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "monetaryItemType" }, "bkng_LoyaltyAndOtherIncentiveProgramsExpirationPeriodForRewardPoints": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Loyalty And Other Incentive Programs, Expiration Period For Reward Points", "label": "Loyalty And Other Incentive Programs, Expiration Period For Reward Points", "terseLabel": "Reward expiration period" } } }, "localname": "LoyaltyAndOtherIncentiveProgramsExpirationPeriodForRewardPoints", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "durationItemType" }, "bkng_LoyaltyIncentiveProgramsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Loyalty Incentive Programs", "label": "Loyalty Incentive Programs [Member]", "terseLabel": "Loyalty Incentive Programs" } } }, "localname": "LoyaltyIncentiveProgramsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "domainItemType" }, "bkng_ManchesterEnglandMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Manchester, England [Member]", "label": "Manchester, England [Member]", "terseLabel": "Manchester, England" } } }, "localname": "ManchesterEnglandMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "bkng_MaximumnumberofsharesthatcouldbeissuedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Maximum number of shares that could be issued [Member]", "label": "Maximum number of shares that could be issued [Member]", "terseLabel": "Shares that could be issued if maximum performance thresholds are met" } } }, "localname": "MaximumnumberofsharesthatcouldbeissuedMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "domainItemType" }, "bkng_MeituanDianpingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Meituan-Dianping [Member]", "label": "Meituan-Dianping [Member]", "terseLabel": "Meituan" } } }, "localname": "MeituanDianpingMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_MerchantRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Merchant revenues are derived from services where the Company receives payments from travelers for the travel reservation services provided, generally at the time of booking. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company\u2019s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) and travel reservation commissions in connection with our accommodation reservations and rental car services; ancillary fees, including damage excess waiver insurance and certain travel insurance fees and certain GDS reservation booking fees; and customer processing fees. Substantially all merchant revenues are for merchant services derived from transactions where travelers book accommodations reservations or rental car reservations from travel service providers at disclosed rates, which are subject to contractual arrangements.", "label": "Merchant Revenue [Member]", "terseLabel": "Merchant revenues", "verboseLabel": "Merchant revenue" } } }, "localname": "MerchantRevenueMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "domainItemType" }, "bkng_NonDerivativeInstrumentDesignatedAsNetInvestmentHedgePolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its non-derivative instrument designated as net investment hedge.", "label": "Non-derivative Instrument Designated as Net Investment Hedge [Policy Text Block]", "terseLabel": "Non-derivative Instrument Designated as Net Investment Hedge" } } }, "localname": "NonDerivativeInstrumentDesignatedAsNetInvestmentHedgePolicyTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "bkng_Noncashinvestingandfinancingactivityforanacquisition": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Non-cash investing and financing activity for an acquisition", "label": "Non-cash investing and financing activity for an acquisition", "terseLabel": "Non-cash investing and financing activity for an acquisition (see Note 19)" } } }, "localname": "Noncashinvestingandfinancingactivityforanacquisition", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "bkng_Noncashoperatingandfinancingactivityforanacquisition": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Non-cash operating and financing activity for an acquisition", "label": "Non-cash operating and financing activity for an acquisition", "terseLabel": "Non-cash operating and financing activity for an acquisition (see Note 19)" } } }, "localname": "Noncashoperatingandfinancingactivityforanacquisition", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "bkng_NotionalAmountTypeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Notional Amount, Type", "label": "Notional Amount, Type [Axis]", "terseLabel": "Notional Amount, Type [Axis]" } } }, "localname": "NotionalAmountTypeAxis", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails" ], "xbrltype": "stringItemType" }, "bkng_NotionalAmountTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Domain] for Notional Amount, Type", "label": "Notional Amount, Type [Domain]", "terseLabel": "Notional Amount, Type [Domain]" } } }, "localname": "NotionalAmountTypeDomain", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails" ], "xbrltype": "domainItemType" }, "bkng_NumberOfBrands": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Brands", "label": "Number Of Brands", "terseLabel": "Number of consumer-facing brands" } } }, "localname": "NumberOfBrands", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/BUSINESSDESCRIPTIONDetails" ], "xbrltype": "integerItemType" }, "bkng_NumberOfCountriesInWhichEntityCommencedRestructuringActions": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Countries in which Entity Commenced Restructuring Actions", "label": "Number of Countries in which Entity Commenced Restructuring Actions", "terseLabel": "Number of countries in which restructuring actions have taken place" } } }, "localname": "NumberOfCountriesInWhichEntityCommencedRestructuringActions", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails" ], "xbrltype": "integerItemType" }, "bkng_OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets including office equipment, furniture and fixtures and leasehold improvements.", "label": "Office Equipment Furniture Fixtures And Leasehold Improvements [Member]", "terseLabel": "Office equipment, furniture and fixtures" } } }, "localname": "OfficeEquipmentFurnitureFixturesAndLeaseholdImprovementsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "domainItemType" }, "bkng_OmnibusPlan1999Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock compensation plan established in 1999 from which broad-based employee grants may be made.", "label": "Omnibus Plan 1999 [Member]", "terseLabel": "1999 Plan" } } }, "localname": "OmnibusPlan1999Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_OneMonthLiborMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The One Month London Interbank Offered Rate (LIBOR) used to calculate the variable interest rate of the debt instrument.", "label": "One Month LIBOR [Member]", "terseLabel": "One Month LIBOR" } } }, "localname": "OneMonthLiborMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "bkng_OnlineTravelReservationServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Online Travel Reservation Services", "label": "Online Travel Reservation Services [Member]", "terseLabel": "Online Travel Reservation Services" } } }, "localname": "OnlineTravelReservationServicesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "domainItemType" }, "bkng_OnlineaccommodationreservationservicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Online accommodation reservation services", "label": "Online accommodation reservation services [Member]", "terseLabel": "Online accommodation reservation services" } } }, "localname": "OnlineaccommodationreservationservicesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "domainItemType" }, "bkng_OpenTableAndKAYAKMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "OpenTable And KAYAK [Member]", "label": "OpenTable And KAYAK [Member]", "terseLabel": "OpenTable and KAYAK" } } }, "localname": "OpenTableAndKAYAKMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_OpenTableMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "OpenTable [Member]", "label": "OpenTable [Member]", "terseLabel": "OpenTable" } } }, "localname": "OpenTableMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "domainItemType" }, "bkng_OperatingLeaseObligationsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating Lease Obligations [Member]", "label": "Operating Lease Obligations [Member]", "terseLabel": "Operating lease obligations" } } }, "localname": "OperatingLeaseObligationsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "bkng_OperatingLossCarryforwardsUsedInPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforwards, Used In Period", "label": "Operating Loss Carryforwards, Used In Period", "terseLabel": "NOLs utilized in period" } } }, "localname": "OperatingLossCarryforwardsUsedInPeriod", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_OtherCountriesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Countries [Member]", "label": "Other Countries [Member]", "terseLabel": "Other" } } }, "localname": "OtherCountriesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails", "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "bkng_OtherIncentiveProgramsAdditionalRebatesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Incentive Programs - Additional Rebates", "label": "Other Incentive Programs - Additional Rebates [Member]", "terseLabel": "Other Incentive Programs - Additional Rebates" } } }, "localname": "OtherIncentiveProgramsAdditionalRebatesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "domainItemType" }, "bkng_OtherIncentiveProgramsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Incentive Programs", "label": "Other Incentive Programs [Member]", "terseLabel": "Other Incentive Programs" } } }, "localname": "OtherIncentiveProgramsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "domainItemType" }, "bkng_OtherIncreasesDecreasesInAmountsOwedForContractualObligations": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Other Increases/(Decreases) in Amounts Owed for Contractual Obligations", "label": "Other Increases/(Decreases) in Amounts Owed for Contractual Obligations", "negatedTerseLabel": "Decrease in contractual obligation" } } }, "localname": "OtherIncreasesDecreasesInAmountsOwedForContractualObligations", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails" ], "xbrltype": "monetaryItemType" }, "bkng_OtherLongLivedAssets": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Other long-lived assets include Right-of-Use Assets and Property, plant and equipment, net (excluding capitalized software).", "label": "Other Long-Lived Assets", "terseLabel": "Property and equipment (excluding capitalized software) and operating lease assets" } } }, "localname": "OtherLongLivedAssets", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails" ], "xbrltype": "monetaryItemType" }, "bkng_OtherNonoperatingIncomeExpenseOtherMiscellaneousAmounts": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails": { "order": 5.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Other Nonoperating Income (Expense), Other Miscellaneous Amounts", "label": "Other Nonoperating Income (Expense), Other Miscellaneous Amounts", "terseLabel": "Other" } } }, "localname": "OtherNonoperatingIncomeExpenseOtherMiscellaneousAmounts", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails" ], "xbrltype": "monetaryItemType" }, "bkng_OtherplansassumedinacquisitionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other plans assumed in acquisitions [Member]", "label": "Other plans assumed in acquisitions [Member]", "terseLabel": "Other plans assumed in acquisitions" } } }, "localname": "OtherplansassumedinacquisitionsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_OthersourcesofonlinetravelreservationservicesoradvertisingandotherrevenuesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other sources of online travel reservation services or advertising and other revenues", "label": "Other sources of online travel reservation services or advertising and other revenues [Member]", "terseLabel": "Other sources of online travel reservation services and advertising and other revenues" } } }, "localname": "OthersourcesofonlinetravelreservationservicesoradvertisingandotherrevenuesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "domainItemType" }, "bkng_PaymentforContingentConsiderationLiabilityTotal": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to settle contingent consideration liability.", "label": "Payment for Contingent Consideration Liability, Total", "terseLabel": "Payments to settle contingent liabilities" } } }, "localname": "PaymentforContingentConsiderationLiabilityTotal", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "monetaryItemType" }, "bkng_Paymentrequiredtoappealalitigationmatter": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payment required to appeal a litigation matter", "label": "Payment required to appeal a litigation matter", "terseLabel": "Payment required to appeal a litigation matter" } } }, "localname": "Paymentrequiredtoappealalitigationmatter", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "monetaryItemType" }, "bkng_PaymentsReceivedFromTravelersNetOfAmountsEstimatedToBePayableToTravelServiceProvidersAndOther": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Payments received from travelers, net of amounts estimated to be payable to travel service providers, and other", "label": "Payments received from travelers, net of amounts estimated to be payable to travel service providers, and other", "terseLabel": "Payments received from travelers net of amounts estimated to be payable to travel service providers and other changes" } } }, "localname": "PaymentsReceivedFromTravelersNetOfAmountsEstimatedToBePayableToTravelServiceProvidersAndOther", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "bkng_PaymentsRelatedToPrincipleOfSeniorConvertibleNotes": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow from the repayment of the aggregate principal amount of convertible debt.", "label": "Payments Related To Principle Of Senior Convertible Notes", "terseLabel": "Payments related to principal amount" } } }, "localname": "PaymentsRelatedToPrincipleOfSeniorConvertibleNotes", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_PensionrelatedlitigationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Pension-related litigation", "label": "Pension-related litigation [Member]", "terseLabel": "Pension-Related Litigation" } } }, "localname": "PensionrelatedlitigationMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails" ], "xbrltype": "domainItemType" }, "bkng_PerformanceShareUnits2018And2019GrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Performance Share Units 2018 and 2019 Grants", "label": "Performance Share Units 2018 and 2019 Grants [Member]", "terseLabel": "2018 and 2019 Grants" } } }, "localname": "PerformanceShareUnits2018And2019GrantsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_PerformanceShareUnits2018GrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Performance Share Units 2018 Grants [Member]", "label": "Performance Share Units 2018 Grants [Member]", "terseLabel": "2018", "verboseLabel": "2018 Grants" } } }, "localname": "PerformanceShareUnits2018GrantsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "domainItemType" }, "bkng_PerformanceShareUnits2019GrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Performance Share Units 2019 Grants [Member]", "label": "Performance Share Units 2019 Grants [Member]", "terseLabel": "2019" } } }, "localname": "PerformanceShareUnits2019GrantsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "domainItemType" }, "bkng_PerformanceShareUnits2020GrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Performance Share Units 2020 Grants", "label": "Performance Share Units 2020 Grants [Member]", "terseLabel": "2020" } } }, "localname": "PerformanceShareUnits2020GrantsMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "domainItemType" }, "bkng_PerformanceSharesSharesProbableToBeIssuedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Performance Shares, Shares Probable To Be Issued", "label": "Performance Shares, Shares Probable To Be Issued [Member]", "terseLabel": "Shares probable to be issued" } } }, "localname": "PerformanceSharesSharesProbableToBeIssuedMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "domainItemType" }, "bkng_PotentialFineUnderContractualParityAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Potential Fine Under Contractual Parity Agreement", "label": "Potential Fine Under Contractual Parity Agreement [Member]", "terseLabel": "Potential Fine Under Contractual Parity Agreement" } } }, "localname": "PotentialFineUnderContractualParityAgreementMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESCompetitionandConsumerProtectionReviewsDetails" ], "xbrltype": "domainItemType" }, "bkng_PrepaidExpensesAllowanceForCreditLoss": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Prepaid Expenses, Allowance for Credit Loss", "label": "Prepaid Expenses, Allowance for Credit Loss", "terseLabel": "Prepaid expenses, allowance for credit loss" } } }, "localname": "PrepaidExpensesAllowanceForCreditLoss", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_PrepaidExpensesAllowanceForCreditLossCurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Prepaid Expenses, Allowance for Credit Loss, Current", "label": "Prepaid Expenses, Allowance for Credit Loss, Current", "terseLabel": "Prepaid expenses, net, allowance for expected credit losses, current" } } }, "localname": "PrepaidExpensesAllowanceForCreditLossCurrent", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL" ], "xbrltype": "monetaryItemType" }, "bkng_PrepaidExpensesAllowanceForCreditLossNoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Prepaid Expenses, Allowance for Credit Loss, Noncurrent", "label": "Prepaid Expenses, Allowance for Credit Loss, Noncurrent", "terseLabel": "Prepaid expenses, net, allowance for expected credit losses, noncurrent" } } }, "localname": "PrepaidExpensesAllowanceForCreditLossNoncurrent", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL" ], "xbrltype": "monetaryItemType" }, "bkng_PrepaidExpensesNetMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prepaid Expenses, Net", "label": "Prepaid Expenses, Net [Member]", "terseLabel": "Prepaid expenses, net" } } }, "localname": "PrepaidExpensesNetMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_PrepaymentsToCustomers": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Prepayments to customers", "label": "Prepayments to customers", "terseLabel": "Prepayments to certain customers" } } }, "localname": "PrepaymentsToCustomers", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_PrepaymentsToCustomersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prepayments to customers", "label": "Prepayments to customers [Member]", "terseLabel": "Prepayments to customers" } } }, "localname": "PrepaymentsToCustomersMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_ProceedsFromGovernmentAssistance": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds from Government Assistance", "label": "Proceeds from Government Assistance", "terseLabel": "Government grants and other assistance, amount received" } } }, "localname": "ProceedsFromGovernmentAssistance", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "monetaryItemType" }, "bkng_Provisionforuncollectibleaccountsandchargebacks": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Provision for uncollectible accounts and chargebacks", "label": "Provision for uncollectible accounts and chargebacks", "terseLabel": "Provision for expected credit losses and chargebacks" } } }, "localname": "Provisionforuncollectibleaccountsandchargebacks", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "bkng_Rate1Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Rate 1 [Member]", "label": "Rate 1 [Member]", "terseLabel": "Rate 1" } } }, "localname": "Rate1Member", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "bkng_Rate2BMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Rate 2A [Member]", "label": "Rate 2B [Member]", "terseLabel": "Rate 2B" } } }, "localname": "Rate2BMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "bkng_Rate2CMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Rate 2C [Member]", "label": "Rate 2C [Member]", "terseLabel": "Rate 2C" } } }, "localname": "Rate2CMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "bkng_Rentalcars.comMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Rentalcars.com [Member]", "label": "Rentalcars.com [Member]", "terseLabel": "Rentalcars.com" } } }, "localname": "Rentalcars.comMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "bkng_ResearchcreditcapitallosscarryforwardandstatenetoperatinglossesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Research credit, capital loss carryforward and state net operating losses [Member]", "label": "Research credit, capital loss carryforward and state net operating losses [Member]", "terseLabel": "Research credit, capital loss carryforward and state net operating losses" } } }, "localname": "ResearchcreditcapitallosscarryforwardandstatenetoperatinglossesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_RestructuringChargesNoncash": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Restructuring Charges, Noncash", "label": "Restructuring Charges, Noncash", "terseLabel": "Noncash restructuring and other exit costs" } } }, "localname": "RestructuringChargesNoncash", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails" ], "xbrltype": "monetaryItemType" }, "bkng_Salesandotherexpenses": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "\"Sales and other expenses\" are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations and other services; (3) provisions for customer chargebacks associated with merchant transactions; (4) customer relations costs; (5) provisions for credit losses and bad debt, primarily related to agency accommodation commission receivables; and (6) insurance claim costs.", "label": "Sales and other expenses", "terseLabel": "Sales and other expenses" } } }, "localname": "Salesandotherexpenses", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "bkng_SalesandotherexpensesPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sales and other expenses", "label": "Sales and other expenses [Policy Text Block]", "terseLabel": "Sales and Other Expenses" } } }, "localname": "SalesandotherexpensesPolicyTextBlock", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "bkng_SensitivityAnalysisReportingUnitChangeInDiscountRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sensitivity Analysis, Reporting Unit, Change in Discount Rate", "label": "Sensitivity Analysis, Reporting Unit, Change in Discount Rate", "terseLabel": "Sensitivity Analysis, Reporting Unit, Change in Discount Rate" } } }, "localname": "SensitivityAnalysisReportingUnitChangeInDiscountRate", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "percentItemType" }, "bkng_SensitivityAnalysisReportingUnitChangeInGrowthRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sensitivity Analysis, Reporting Unit, Change in Growth Rate", "label": "Sensitivity Analysis, Reporting Unit, Change in Growth Rate", "terseLabel": "Sensitivity Analysis, Reporting Unit, Change in Growth Rate" } } }, "localname": "SensitivityAnalysisReportingUnitChangeInGrowthRate", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "percentItemType" }, "bkng_SensitivityAnalysisReportingUnitImpactOfOnePercentAdverseChangeInGrowthRate": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sensitivity Analysis, Reporting Unit, Impact Of One Percent Adverse Change In Growth Rate", "label": "Sensitivity Analysis, Reporting Unit, Impact Of One Percent Adverse Change In Growth Rate", "terseLabel": "Potential decrease in fair value from 1% point decrease in profitability growth rate" } } }, "localname": "SensitivityAnalysisReportingUnitImpactOfOnePercentAdverseChangeInGrowthRate", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_SensitivityAnalysisReportingUnitImpactOfOnePercentFavorableChangeInGrowthRate": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sensitivity Analysis, Reporting Unit, Impact Of One Percent Favorable Change In Growth Rate", "label": "Sensitivity Analysis, Reporting Unit, Impact Of One Percent Favorable Change In Growth Rate", "terseLabel": "Potential increase in fair value from 1% point increase in profitability growth rate" } } }, "localname": "SensitivityAnalysisReportingUnitImpactOfOnePercentFavorableChangeInGrowthRate", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_SensitivityAnalysisReportingUnitsImpactOfAHalfPercentDecreaseInDiscountRate": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sensitivity Analysis, Reporting Units, Impact Of A Half-Percent Decrease in Discount Rate", "label": "Sensitivity Analysis, Reporting Units, Impact Of A Half-Percent Decrease in Discount Rate", "terseLabel": "Potential increase in fair value due to 0.5% decrease in discount rate" } } }, "localname": "SensitivityAnalysisReportingUnitsImpactOfAHalfPercentDecreaseInDiscountRate", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_SensitivityAnalysisReportingUnitsImpactOfAHalfPercentIncreaseInDiscountRate": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sensitivity Analysis, Reporting Units, Impact Of A Half-Percent Increase in Discount Rate", "label": "Sensitivity Analysis, Reporting Units, Impact Of A Half-Percent Increase in Discount Rate", "terseLabel": "Potential decrease in fair value due to 0.5% increase in discount rate" } } }, "localname": "SensitivityAnalysisReportingUnitsImpactOfAHalfPercentIncreaseInDiscountRate", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_ShareBasedCompensationAndOtherStockBasedExpense": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of noncash, equity-based employee remuneration and other stock-based expense. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.", "label": "Share-based Compensation and Other Stock-based Expense", "terseLabel": "Stock-based compensation expense and other stock-based payments" } } }, "localname": "ShareBasedCompensationAndOtherStockBasedExpense", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "bkng_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOptionsGrantDateFairValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Options Grant Date Fair Value", "label": "Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Options Grant Date Fair Value", "terseLabel": "Options aggregate grant-date fair value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOptionsGrantDateFairValue", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOtherAdjustmentsWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value of adjustments for probable shares to be issued related to performance share units granted for equity-based award plans other than stock (unit) option plans.", "label": "Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other than Options Other Adjustments Weighted Average Grant Date Fair Value", "terseLabel": "Performance Share Adjustment (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOtherAdjustmentsWeightedAverageGrantDateFairValue", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails" ], "xbrltype": "perShareItemType" }, "bkng_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsPerformanceSharesAdjustment": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Adjustment for performance share units based on estimated probable shares to be issued at the end of the performance period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Performance Shares Adjustment", "negatedTerseLabel": "Performance Shares Adjustment (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsPerformanceSharesAdjustment", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails" ], "xbrltype": "sharesItemType" }, "bkng_ShareBasedCompensationExpenseIncreaseDecreaseInExpenseForEstimatedProbableOutcome": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Expense, Increase (Decrease) In Expense For Estimated Probable Outcome", "label": "Share-Based Compensation Expense, Increase (Decrease) In Expense For Estimated Probable Outcome", "negatedTerseLabel": "Reduction in stock-based compensation expense due to significant decline in estimated performance due to the impact of COVID-19 pandemic" } } }, "localname": "ShareBasedCompensationExpenseIncreaseDecreaseInExpenseForEstimatedProbableOutcome", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsGrantDateFairValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "As of the balance sheet date, the aggregate grant-date fair values of the underlying non-option award shares granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other than Options Grant Date Fair Value", "terseLabel": "Restricted stock units and performance share units aggregate grant-date fair value" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsGrantDateFairValue", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_SharesnotsubjecttoachieveminimumperformancethresholdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shares not subject to achieve minimum performance threshold [Member]", "label": "Shares not subject to achieve minimum performance threshold [Member]", "terseLabel": "Shares not subject to the achievement of minimum performance thresholds" } } }, "localname": "SharesnotsubjecttoachieveminimumperformancethresholdMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "domainItemType" }, "bkng_SwinglineLoansMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Same-day cash available as part of our revolving credit facility, referred to as Swingline Loans", "label": "Swingline Loans [Member]", "terseLabel": "Swingline Loans" } } }, "localname": "SwinglineLoansMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "bkng_TaxCreditCarryforwardUsedInPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Tax Credit Carryforward, Used In Period", "label": "Tax Credit Carryforward, Used In Period", "terseLabel": "Tax credit carryforward, used in period" } } }, "localname": "TaxCreditCarryforwardUsedInPeriod", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_TaxCutsAndJobsActOf2017MeasurementPeriodAdjustmentChangeInTaxRateProvisionalIncomeTaxExpenseBenefit": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Tax Cuts And Jobs Act Of 2017, Measurement Period Adjustment, Change In Tax Rate, Provisional Income Tax Expense Benefit", "label": "Tax Cuts And Jobs Act Of 2017, Measurement Period Adjustment, Change In Tax Rate, Provisional Income Tax Expense Benefit", "negatedTerseLabel": "Income tax benefit recorded to adjust the remeasurement of deferred tax balances due to the reduction of the U.S. federal statutory tax rate" } } }, "localname": "TaxCutsAndJobsActOf2017MeasurementPeriodAdjustmentChangeInTaxRateProvisionalIncomeTaxExpenseBenefit", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "bkng_TaxCutsandJobsActIncompleteAccountingStateincometaxonaccumulatedunremittedinternationalearnings": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Tax Cuts and Jobs Act, Incomplete Accounting, State income tax on accumulated unremitted international earnings", "label": "Tax Cuts and Jobs Act, Incomplete Accounting, State income tax on accumulated unremitted international earnings", "negatedTerseLabel": "State income tax on accumulated unremitted international earnings" } } }, "localname": "TaxCutsandJobsActIncompleteAccountingStateincometaxonaccumulatedunremittedinternationalearnings", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_TravelTransactionRelatedTaxesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Travel Transaction Related Taxes", "label": "Travel Transaction Related Taxes [Member]", "terseLabel": "Travel Transaction Related Taxes" } } }, "localname": "TravelTransactionRelatedTaxesMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "domainItemType" }, "bkng_TreasuryStockRepurchasedbutunsettledbyperiodend": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Treasury Stock Repurchased but unsettled by period end", "label": "Treasury Stock Repurchased but unsettled by period end", "verboseLabel": "Shares repurchased in December and settled in following January (in shares)" } } }, "localname": "TreasuryStockRepurchasedbutunsettledbyperiodend", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "sharesItemType" }, "bkng_TreasuryStockRepurchasedbutunsettledbyperiodendamount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Treasury Stock Repurchased but unsettled by period end, amount", "label": "Treasury Stock Repurchased but unsettled by period end, amount", "terseLabel": "Shares repurchased in December and settled in following January" } } }, "localname": "TreasuryStockRepurchasedbutunsettledbyperiodendamount", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "bkng_Trip.comGroupMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trip.com Group", "label": "Trip.com Group [Member]", "terseLabel": "Trip.com Group" } } }, "localname": "Trip.comGroupMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "bkng_TurkishTaxAuditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Turkish Tax Audit [Member]", "label": "Turkish Tax Audit [Member]", "terseLabel": "Turkish Tax Audit" } } }, "localname": "TurkishTaxAuditMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "domainItemType" }, "bkng_TypeOfCreditLossAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of Credit Loss", "label": "Type of Credit Loss [Axis]", "terseLabel": "Type of Credit Loss [Axis]" } } }, "localname": "TypeOfCreditLossAxis", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "bkng_TypeOfCreditLossDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of Credit Loss", "label": "Type of Credit Loss [Domain]", "terseLabel": "Type of Credit Loss [Domain]" } } }, "localname": "TypeOfCreditLossDomain", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_TypeofstockbasedcompensationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of stock-based compensation [Axis]", "label": "Type of stock-based compensation [Axis]", "terseLabel": "Type of stock-based compensation [Axis]" } } }, "localname": "TypeofstockbasedcompensationAxis", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "stringItemType" }, "bkng_TypeofstockbasedcompensationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Domain] for Type of stock-based compensation [Axis]", "label": "Type of stock-based compensation [Domain]", "terseLabel": "Type of stock-based compensation [Domain]" } } }, "localname": "TypeofstockbasedcompensationDomain", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "bkng_VendorsUsedToFitOutAndFurnishOfficeSpaceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Vendors used to fit out and furnish office space", "label": "Vendors used to fit out and furnish office space [Member]", "terseLabel": "Vendors used to fit out and furnish office space" } } }, "localname": "VendorsUsedToFitOutAndFurnishOfficeSpaceMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails" ], "xbrltype": "domainItemType" }, "bkng_WagerelatedtaxesowedforpriorperiodsincludinginterestMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Wage-related taxes owed for prior periods, including interest [Member]", "label": "Wage-related taxes owed for prior periods, including interest [Member]", "terseLabel": "Wage-Related Taxes and Interest Owed for Prior Periods" } } }, "localname": "WagerelatedtaxesowedforpriorperiodsincludinginterestMember", "nsuri": "http://www.bookingholdings.com/20201231", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "domainItemType" }, "country_GB": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED KINGDOM", "terseLabel": "United Kingdom" } } }, "localname": "GB", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "country_NL": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NETHERLANDS", "terseLabel": "The Netherlands" } } }, "localname": "NL", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails", "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails", "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "normalizedStringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r760", "r761", "r762" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]", "terseLabel": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]", "terseLabel": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r763" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r758" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r764" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r764" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r764" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r765" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r764" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r764" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r764" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r764" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r760", "r761", "r762" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r757" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r759" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "tradingSymbolItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r55", "r124" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAdjustmentMember": { "auth_ref": [ "r136", "r143", "r265", "r468", "r469", "r470", "r514", "r515" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption, Adjustment [Member]", "terseLabel": "Cumulative effect of adoption of accounting standards updates" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAdjustmentMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAxis": { "auth_ref": [ "r136", "r143", "r265", "r468", "r469", "r470", "r514", "r515" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption [Axis]", "terseLabel": "Cumulative Effect, Period of Adoption [Axis]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionDomain": { "auth_ref": [ "r136", "r143", "r265", "r468", "r469", "r470", "r514", "r515" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption [Domain]", "terseLabel": "Cumulative Effect, Period of Adoption [Domain]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_EquityMethodInvesteeNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Investment, Name [Domain]", "terseLabel": "Investment, Name [Domain]" } } }, "localname": "EquityMethodInvesteeNameDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r425", "r427", "r634", "r635", "r636", "r637", "r638", "r639", "r658", "r706", "r709" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails", "http://www.bookingholdings.com/role/LEASESNarrativeDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r425", "r427", "r634", "r635", "r636", "r637", "r638", "r639", "r658", "r706", "r709" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r223", "r392", "r396", "r659", "r705", "r707" ], "lang": { "en-us": { "role": { "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails", "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r223", "r392", "r396", "r659", "r705", "r707" ], "lang": { "en-us": { "role": { "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails", "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r405", "r425", "r427", "r634", "r635", "r636", "r637", "r638", "r639", "r658", "r706", "r709" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails", "http://www.bookingholdings.com/role/LEASESNarrativeDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails", "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r405", "r425", "r427", "r634", "r635", "r636", "r637", "r638", "r639", "r658", "r706", "r709" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails", "http://www.bookingholdings.com/role/LEASESNarrativeDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails", "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "auth_ref": [ "r257" ], "lang": { "en-us": { "role": { "label": "Investment, Name [Axis]", "terseLabel": "Investment, Name [Axis]" } } }, "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r224", "r225", "r392", "r397", "r708", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755" ], "lang": { "en-us": { "role": { "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails", "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails", "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r224", "r225", "r392", "r397", "r708", "r741", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r756" ], "lang": { "en-us": { "role": { "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails", "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails", "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r231", "r626" ], "lang": { "en-us": { "role": { "label": "Title of Individual [Axis]", "terseLabel": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Title of Individual [Domain]", "terseLabel": "Title of Individual [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AOCIAttributableToParentNetOfTaxRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "AOCI Attributable to Parent, Net of Tax [Roll Forward]", "terseLabel": "Total, net of tax" } } }, "localname": "AOCIAttributableToParentNetOfTaxRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]", "terseLabel": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountingStandardsUpdate201409Member": { "auth_ref": [ "r403" ], "lang": { "en-us": { "role": { "documentation": "Accounting Standards Update 2014-09 Revenue from Contracts with Customers (Topic 606).", "label": "Accounting Standards Update 2014-09 [Member]", "terseLabel": "Accounting Standards Update 2014-09" } } }, "localname": "AccountingStandardsUpdate201409Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingStandardsUpdate201601Member": { "auth_ref": [ "r586" ], "lang": { "en-us": { "role": { "documentation": "Accounting Standards Update 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.", "label": "Accounting Standards Update 2016-01 [Member]", "terseLabel": "ASU 2016-01" } } }, "localname": "AccountingStandardsUpdate201601Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsAndNontradeReceivableTextBlock": { "auth_ref": [ "r242", "r283" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for accounts receivable, contract receivable, receivable held-for-sale, and nontrade receivable.", "label": "Accounts and Nontrade Receivable [Text Block]", "terseLabel": "ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS" } } }, "localname": "AccountsAndNontradeReceivableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETS" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsAndOtherReceivablesNetCurrent": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance, receivable from customers, clients, or other third-parties, and receivables classified as other due within one year or the normal operating cycle, if longer.", "label": "Accounts and Other Receivables, Net, Current", "terseLabel": "Accounts receivable, net (Allowance for expected credit losses of $166 and $49, respectively)" } } }, "localname": "AccountsAndOtherReceivablesNetCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsNotesAndLoansReceivableLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accounts, Notes, Loans and Financing Receivable [Line Items]", "terseLabel": "Accounts, Notes, Loans and Financing Receivable [Line Items]" } } }, "localname": "AccountsNotesAndLoansReceivableLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r38" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableAllowanceForCreditLossTableTextBlock": { "auth_ref": [ "r274" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss [Table Text Block]", "terseLabel": "Changes in allowance for expected credit losses for receivables from customers and marketing affiliates" } } }, "localname": "AccountsReceivableAllowanceForCreditLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsReceivableGrossCurrent": { "auth_ref": [ "r232", "r233" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, before Allowance for Credit Loss, Current", "terseLabel": "Receivables from customers, gross, current" } } }, "localname": "AccountsReceivableGrossCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedAdvertisingCurrent": { "auth_ref": [ "r7", "r10", "r11", "r44" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for advertising of the entity's goods and services. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Advertising, Current", "terseLabel": "Accrued performance advertising liabilities" } } }, "localname": "AccruedAdvertisingCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesCurrent": { "auth_ref": [ "r18", "r673", "r693" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations.", "label": "Accrued Income Taxes, Current", "terseLabel": "Income taxes liability" } } }, "localname": "AccruedIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r44" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesMember": { "auth_ref": [ "r44" ], "lang": { "en-us": { "role": { "documentation": "This item represents obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered.", "label": "Accrued Liabilities [Member]", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "AccruedLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails", "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r36", "r314" ], "calculation": { "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedLabel": "Less: Accumulated depreciation" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedNetUnrealizedInvestmentGainLossMember": { "auth_ref": [ "r58", "r59", "r60", "r65", "r67" ], "lang": { "en-us": { "role": { "documentation": "Accumulated unrealized gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), attributable to parent.", "label": "AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent [Member]", "terseLabel": "Net Unrealized Gains (Losses) on Available-For-Sale Securities" } } }, "localname": "AccumulatedNetUnrealizedInvestmentGainLossMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r27", "r62", "r64", "r65", "r695", "r717", "r721" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive loss" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [ "r592", "r593", "r594", "r595", "r596", "r598" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r61", "r65", "r67", "r133", "r134", "r135", "r543", "r712", "r713" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss)", "verboseLabel": "Total AOCI, net of tax" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedTranslationAdjustmentMember": { "auth_ref": [ "r57", "r65", "r67", "r543", "r593", "r594", "r595", "r596", "r598" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to the parent.", "label": "Accumulated Foreign Currency Adjustment Attributable to Parent [Member]", "terseLabel": "Foreign currency translation adjustments, net of tax" } } }, "localname": "AccumulatedTranslationAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r25", "r471" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r133", "r134", "r135", "r468", "r469", "r470" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsForNewAccountingPronouncementsAxis": { "auth_ref": [ "r137", "r138", "r139", "r140", "r262", "r263", "r264", "r265", "r266", "r267", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r512", "r513", "r514", "r515", "r661", "r662", "r663", "r710", "r711", "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720", "r721" ], "lang": { "en-us": { "role": { "documentation": "Information by amendment to accounting standards.", "label": "Accounting Standards Update [Axis]", "terseLabel": "Adjustments for New Accounting Pronouncements [Axis]" } } }, "localname": "AdjustmentsForNewAccountingPronouncementsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AdjustmentsNoncashItemsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income to net cash provided by operating activities:" } } }, "localname": "AdjustmentsNoncashItemsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease to equity for grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Decrease for Tax Withholding Obligation", "verboseLabel": "General authorization for shares withheld on stock award vesting" } } }, "localname": "AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebt": { "auth_ref": [ "r352" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustment to additional paid in capital resulting from the recognition of convertible debt instruments as two separate components - a debt component and an equity component. This bifurcation may result in a basis difference associated with the liability component that represents a temporary difference for purposes of applying accounting for income taxes. The initial recognition of deferred taxes for the tax effect of that temporary difference is as an adjustment to additional paid in capital.", "label": "Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt", "terseLabel": "Issuance of convertible senior notes" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r429", "r431", "r474", "r475" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-based compensation and other stock-based payments" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r477" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising Expenses" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r431", "r460", "r473" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSPARENTHETICAL", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r238", "r268", "r270", "r273" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss", "periodEndLabel": "Balance, end of year", "periodStartLabel": "Balance, beginning of year" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSSummaryoftheActivityoftheAllowanceforExpectedCreditLossesonReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r31", "r238", "r268" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net, allowance for expected credit losses, current" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]", "terseLabel": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs": { "auth_ref": [ "r272" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct write-downs of accounts receivable charged against the allowance.", "label": "Accounts Receivable, Allowance for Credit Loss, Writeoff", "negatedTerseLabel": "Write-offs and adjustments" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableWriteOffs", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSSummaryoftheActivityoftheAllowanceforExpectedCreditLossesonReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCostsAndDiscounts": { "auth_ref": [ "r107", "r604" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails": { "order": 1.0, "parentTag": "us-gaap_InterestExpenseDebt", "weight": 1.0 }, "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails": { "order": 1.0, "parentTag": "us-gaap_InterestExpense", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt discount (premium) and debt issuance costs.", "label": "Amortization of Debt Issuance Costs and Discounts", "terseLabel": "Amortization of debt discount and debt issuance costs" } } }, "localname": "AmortizationOfFinancingCostsAndDiscounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r107", "r300", "r306" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Intangible assets amortization expense" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r164" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Antidilutive securities excluded from computation of earnings per share, amount" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AociBeforeTaxAttributableToParent": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of increase (decrease) in accumulated equity from transactions and other events and circumstances from non-owner sources, attributable to parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners (distributions to owners).", "label": "AOCI before Tax, Attributable to Parent", "periodEndLabel": "Balance, end of period", "periodStartLabel": "Balance, beginning of period" } } }, "localname": "AociBeforeTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AociTaxAttributableToParent": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) allocated to accumulated other comprehensive income (loss) attributable to parent.", "label": "AOCI Tax, Attributable to Parent", "negatedPeriodEndLabel": "AOCI Tax, Attributable to Parent", "negatedPeriodStartLabel": "AOCI Tax, Attributable to Parent" } } }, "localname": "AociTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AreaOfRealEstateProperty": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area of a real estate property.", "label": "Area of Real Estate Property", "terseLabel": "Area of property subject to lease (in square feet)" } } }, "localname": "AreaOfRealEstateProperty", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "areaItemType" }, "us-gaap_Assets": { "auth_ref": [ "r120", "r201", "r213", "r219", "r259", "r540", "r544", "r585", "r671", "r692" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r6", "r9", "r54", "r120", "r259", "r540", "r544", "r585" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r568" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "terseLabel": "Estimated fair value of derivative assets", "verboseLabel": "Total assets at fair value" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Fair Value Disclosure [Abstract]", "terseLabel": "ASSETS:" } } }, "localname": "AssetsFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedGainBeforeTax": { "auth_ref": [ "r247" ], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 3.0, "parentTag": "bkng_Longterminvestmentgrossunrealizedgain", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of unrealized gain in accumulated other comprehensive income (AOCI) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax", "terseLabel": "Gross Unrealized Gains /Upward Adjustments" } } }, "localname": "AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedGainBeforeTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedLossBeforeTax": { "auth_ref": [ "r248" ], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 3.0, "parentTag": "bkng_Longterminvestmentgrossunrealizedloss", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of unrealized loss in accumulated other comprehensive income (AOCI) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax", "negatedTerseLabel": "Gross Unrealized Losses /Downward Adjustments" } } }, "localname": "AvailableForSaleDebtSecuritiesAccumulatedGrossUnrealizedLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAmortizedCostBasis": { "auth_ref": [ "r245", "r278" ], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails_1": { "order": 1.0, "parentTag": "bkng_Longterminvestmentcost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortized cost of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale, Amortized Cost", "netLabel": "Investment in convertible notes", "terseLabel": "Investment in debt securities", "totalLabel": "Cost" } } }, "localname": "AvailableForSaleDebtSecuritiesAmortizedCostBasis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Securities, Available-for-sale [Abstract]", "terseLabel": "Debt securities" } } }, "localname": "AvailableForSaleSecuritiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtSecurities": { "auth_ref": [ "r243", "r246", "r278", "r677" ], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermInvestments", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-sale", "terseLabel": "Carrying Value", "verboseLabel": "Investments in private companies accounted for as debt securities" } } }, "localname": "AvailableForSaleSecuritiesDebtSecurities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AwardDateAxis": { "auth_ref": [ "r432", "r463" ], "lang": { "en-us": { "role": { "documentation": "Information by date or year award under share-based payment arrangement is granted.", "label": "Award Date [Axis]", "terseLabel": "Award Date [Axis]" } } }, "localname": "AwardDateAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AwardDateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Date or year award under share-based payment arrangement is granted.", "label": "Award Date [Domain]", "terseLabel": "Award Date [Domain]" } } }, "localname": "AwardDateDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r432", "r463" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]", "terseLabel": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails", "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails", "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails", "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails", "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r553", "r556" ], "lang": { "en-us": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]", "terseLabel": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails", "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails", "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails", "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails", "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BankTimeDepositsMember": { "auth_ref": [ "r685" ], "lang": { "en-us": { "role": { "documentation": "Certificates of deposit (CD) or savings accounts with a fixed term or understanding the customer can only withdraw by giving advanced notice with a bank or other financial institution. A CD is a short to medium-term investment available at banks and savings and loan institutions where a customer agrees to lend money to the institution for a certain amount of time and is paid a predetermined rate of interest.", "label": "Bank Time Deposits [Member]", "terseLabel": "Time deposits and certificates of deposit" } } }, "localname": "BankTimeDepositsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r132" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.", "label": "Basis of Presentation and Significant Accounting Policies [Text Block]", "terseLabel": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" } } }, "localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r424", "r426" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r424", "r426", "r529", "r530" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable": { "auth_ref": [ "r534", "r535" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination.", "label": "Business Combination, Consideration Transferred, Equity Interests Issued and Issuable", "terseLabel": "Shares for purchase price consideration" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r536" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "ACQUISITIONS" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONS" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combinations [Abstract]", "terseLabel": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortizationByPropertyOrProjectAxis": { "auth_ref": [ "r665", "r666", "r667" ], "lang": { "en-us": { "role": { "documentation": "Information by project.", "label": "Project [Axis]", "terseLabel": "Project [Axis]" } } }, "localname": "CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortizationByPropertyOrProjectAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r2", "r32", "r109" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESReconciliationofCashandCashEquivalentsandRestrictedCashandCashEquivalentsDetails": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents", "verboseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESReconciliationofCashandCashEquivalentsandRestrictedCashandCashEquivalentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of cash and cash equivalent balance.", "label": "Cash and Cash Equivalents [Axis]", "terseLabel": "Cash and Cash Equivalents [Axis]" } } }, "localname": "CashAndCashEquivalentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r12", "r110", "r117" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r12", "r110", "r117", "r669" ], "lang": { "en-us": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Restricted Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r102", "r109", "r115" ], "calculation": { "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESReconciliationofCashandCashEquivalentsandRestrictedCashandCashEquivalentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Total cash and cash equivalents and restricted cash and cash equivalents, end of period", "periodStartLabel": "Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period", "totalLabel": "Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESReconciliationofCashandCashEquivalentsandRestrictedCashandCashEquivalentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r102", "r591" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net increase in cash and cash equivalents and restricted cash and cash equivalents" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsMember": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "Short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash Equivalents [Member]", "terseLabel": "Cash equivalents and restricted cash equivalents" } } }, "localname": "CashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r119", "r120", "r152", "r156", "r159", "r161", "r163", "r173", "r174", "r175", "r259", "r585" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfTreasuryStockTable": { "auth_ref": [ "r368", "r369", "r370", "r371" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about treasury stock, including, but not limited to, average cost per share, description of share repurchase program, shares repurchased, shares held for each class of treasury stock.", "label": "Class of Treasury Stock [Table]", "terseLabel": "Class of Treasury Stock [Table]" } } }, "localname": "ClassOfTreasuryStockTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails", "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r49", "r335", "r679", "r699" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies (see Note 16)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]", "terseLabel": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r331", "r332", "r333", "r342" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "COMMITMENTS AND CONTINGENCIES" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommitmentsAndContingenciesPolicyTextBlock": { "auth_ref": [ "r117", "r348", "r742", "r743" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.", "label": "Commitments and Contingencies, Policy [Policy Text Block]", "terseLabel": "Contingencies" } } }, "localname": "CommitmentsAndContingenciesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r133", "r134" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock", "verboseLabel": "Common Stock par value $0.008 per share" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, authorized shares (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r24", "r362" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Balance (in shares)", "periodStartLabel": "Balance (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r24" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "verboseLabel": "Common stock, $0.008 par value, Authorized shares: 1,000,000,000 Issued shares: 63,406,451 and 63,179,471, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommunicationsAndInformationTechnology": { "auth_ref": [ "r83" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 5.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense in the period for communications and data processing expense.", "label": "Communications and Information Technology", "terseLabel": "Information technology" } } }, "localname": "CommunicationsAndInformationTechnology", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]", "terseLabel": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CompensationRelatedCostsPolicyTextBlock": { "auth_ref": [ "r116", "r436" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.", "label": "Compensation Related Costs, Policy [Policy Text Block]", "terseLabel": "Personnel" } } }, "localname": "CompensationRelatedCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Assets and Liabilities [Abstract]", "terseLabel": "Deferred tax assets/(liabilities):" } } }, "localname": "ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r69", "r70", "r71", "r77", "r682", "r701" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive income" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]", "terseLabel": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]" } } }, "localname": "ComprehensiveIncomeNetOfTaxAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNoteTextBlock": { "auth_ref": [ "r76", "r88", "r681", "r700" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.", "label": "Comprehensive Income (Loss) Note [Text Block]", "terseLabel": "ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT" } } }, "localname": "ComprehensiveIncomeNoteTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENT" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computer equipment" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r182", "r183", "r229", "r583", "r584" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r182", "r183", "r229", "r583", "r584", "r723" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r182", "r183", "r229", "r583", "r584", "r723" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r182", "r183", "r229", "r583", "r584" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration Risk, Percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r182", "r183", "r229", "r583", "r584" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContingentConsiderationByTypeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of contingent consideration.", "label": "Contingent Consideration by Type [Axis]", "terseLabel": "Contingent Consideration by Type [Axis]" } } }, "localname": "ContingentConsiderationByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContingentConsiderationTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of contingent payment arrangement.", "label": "Contingent Consideration Type [Domain]", "terseLabel": "Contingent Consideration Type [Domain]" } } }, "localname": "ContingentConsiderationTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerAssetAndLiabilityTableTextBlock": { "auth_ref": [ "r376" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability.", "label": "Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]", "terseLabel": "Summary of the Activity of Deferred Revenue" } } }, "localname": "ContractWithCustomerAssetAndLiabilityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUETables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerLiabilityCumulativeCatchUpAdjustmentToRevenueChangeInEstimateOfTransactionPrice": { "auth_ref": [ "r375" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in revenue recognized for cumulative catch-up adjustment from change in estimate of transaction price which (increases) decreases obligation to transfer good or service to customer for which consideration from customer has been received or is due. Includes, but is not limited to, change in assessment of whether estimate of variable consideration is constrained.", "label": "Contract with Customer, Liability, Cumulative Catch-up Adjustment to Revenue, Change in Estimate of Transaction Price", "negatedTerseLabel": "Decrease in liability balance with a corresponding increase to revenue" } } }, "localname": "ContractWithCustomerLiabilityCumulativeCatchUpAdjustmentToRevenueChangeInEstimateOfTransactionPrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r373", "r374", "r393" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "periodEndLabel": "Balance, end of year", "periodStartLabel": "Balance, beginning of year", "verboseLabel": "Liabilities for loyalty program incentives" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails", "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r394" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "negatedLabel": "Revenues recognized from the beginning balance" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation, including but not limited to, long-term debt, capital lease obligations, operating lease obligations, purchase obligations, and other commitments.", "label": "Contractual Obligation", "terseLabel": "Contractual obligation" } } }, "localname": "ContractualObligation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleDebtCurrent": { "auth_ref": [ "r16" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.", "label": "Convertible Debt, Current", "terseLabel": "Convertible debt" } } }, "localname": "ConvertibleDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleDebtMember": { "auth_ref": [ "r351" ], "lang": { "en-us": { "role": { "documentation": "Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.", "label": "Convertible Debt [Member]", "terseLabel": "Convertible Senior Notes" } } }, "localname": "ConvertibleDebtMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConvertibleDebtSecuritiesMember": { "auth_ref": [ "r406" ], "lang": { "en-us": { "role": { "documentation": "Debt securities that can be exchanged for equity of the debt issuer at the option of the issuer or the holder.", "label": "Convertible Debt Securities [Member]", "terseLabel": "Convertible debt securities" } } }, "localname": "ConvertibleDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CorporateDebtSecuritiesMember": { "auth_ref": [ "r406", "r420", "r722" ], "lang": { "en-us": { "role": { "documentation": "Debt securities issued by domestic or foreign corporate business, banks and other entities with a promise of repayment.", "label": "Corporate Debt Securities [Member]", "terseLabel": "Corporate debt securities" } } }, "localname": "CorporateDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostsAssociatedWithExitOrDisposalActivitiesOrRestructuringsPolicy": { "auth_ref": [ "r117", "r323", "r324", "r329" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cost associated with exit or disposal activity or restructuring. Excludes entity newly acquired in business combination and discontinued operation.", "label": "Costs Associated with Exit or Disposal Activity or Restructuring [Policy Text Block]", "terseLabel": "Restructuring and Other Exit Costs" } } }, "localname": "CostsAssociatedWithExitOrDisposalActivitiesOrRestructuringsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r123", "r508", "r518" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "U.S. Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r129", "r508" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_ForeignIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "International" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r508", "r518", "r520" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails_1": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Total" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Current" } } }, "localname": "CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r123", "r508", "r518" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "U.S. State" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r361" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "DEBT" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBT" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r16", "r18", "r19", "r672", "r675", "r690" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Revolving credit facility interest rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r19", "r354", "r675", "r690" ], "calculation": { "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebtCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Outstanding Principal Amount", "verboseLabel": "Aggregate principal amount" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent": { "auth_ref": [ "r353" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of the equity component of convertible debt which may be settled in cash upon conversion.", "label": "Debt Instrument, Convertible, Carrying Amount of Equity Component", "terseLabel": "Debt discount related to convertible notes, before tax" } } }, "localname": "DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "auth_ref": [ "r357" ], "lang": { "en-us": { "role": { "documentation": "The price per share of the conversion feature embedded in the debt instrument.", "label": "Debt Instrument, Convertible, Conversion Price", "terseLabel": "Conversion price (in dollars per share)" } } }, "localname": "DebtInstrumentConvertibleConversionPrice1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_DebtInstrumentConvertibleIfConvertedValueInExcessOfPrincipal": { "auth_ref": [ "r358" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount by which the convertible debt's if-converted value exceeds its principle amount at the balance sheet date, regardless of whether the instrument is currently convertible. This element applies to public companies only.", "label": "Debt Instrument, Convertible, If-converted Value in Excess of Principal", "terseLabel": "If-converted value over the aggregate principal amount" } } }, "localname": "DebtInstrumentConvertibleIfConvertedValueInExcessOfPrincipal", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleThresholdConsecutiveTradingDays1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold period of specified consecutive trading days within which common stock price to conversion price of convertible debt instrument must exceed threshold percentage for specified number of trading days to trigger conversion feature.", "label": "Debt Instrument, Convertible, Threshold Consecutive Trading Days", "terseLabel": "Consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days)" } } }, "localname": "DebtInstrumentConvertibleThresholdConsecutiveTradingDays1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "integerItemType" }, "us-gaap_DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum percentage of common stock price to conversion price of convertible debt instruments to determine eligibility of conversion.", "label": "Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger", "terseLabel": "Ratio of closing share price to conversion price as a condition for conversion of the convertible notes" } } }, "localname": "DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r603", "r605" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Face amount of debt" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFairValue": { "auth_ref": [ "r582" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.", "label": "Debt Instrument, Fair Value Disclosure", "terseLabel": "Estimated market value of outstanding senior notes" } } }, "localname": "DebtInstrumentFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTFairValueofDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateDuringPeriod": { "auth_ref": [ "r46", "r603" ], "lang": { "en-us": { "role": { "documentation": "The average effective interest rate during the reporting period.", "label": "Debt Instrument, Interest Rate During Period", "terseLabel": "Weighted-average effective interest rate" } } }, "localname": "DebtInstrumentInterestRateDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "auth_ref": [ "r46", "r359", "r603" ], "lang": { "en-us": { "role": { "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.", "label": "Debt Instrument, Interest Rate, Effective Percentage", "terseLabel": "Effective interest rate", "verboseLabel": "Effective interest rate at debt origination" } } }, "localname": "DebtInstrumentInterestRateEffectivePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Stated interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTFairValueofDebtDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r47" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r47", "r125", "r363", "r364", "r365", "r366", "r602", "r603", "r605", "r688" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTFairValueofDebtDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Debt Instrument, Term", "terseLabel": "Term of revolving credit facility" } } }, "localname": "DebtInstrumentTerm", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet": { "auth_ref": [ "r355", "r604" ], "calculation": { "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebtCurrent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of unamortized debt discount (premium) and debt issuance costs.", "label": "Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net", "negatedLabel": "Unamortized Debt Discount and Debt Issuance Cost" } } }, "localname": "DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleAmortizedCostCurrent": { "auth_ref": [ "r278" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortized cost of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), classified as current.", "label": "Debt Securities, Available-for-sale, Amortized Cost, Current", "terseLabel": "Amortized cost of available-for-sale debt securities, current" } } }, "localname": "DebtSecuritiesAvailableForSaleAmortizedCostCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleAmortizedCostNoncurrent": { "auth_ref": [ "r278" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortized cost of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), classified as noncurrent.", "label": "Debt Securities, Available-for-sale, Amortized Cost, Noncurrent", "terseLabel": "Amortized cost of available-for-sale debt securities, noncurrent" } } }, "localname": "DebtSecuritiesAvailableForSaleAmortizedCostNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleTerm": { "auth_ref": [ "r573" ], "lang": { "en-us": { "role": { "documentation": "Period between issuance and maturity of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Debt Securities, Available-for-sale, Term", "terseLabel": "Term of available-for-sale debt securities" } } }, "localname": "DebtSecuritiesAvailableForSaleTerm", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DebtSecuritiesTradingAndEquitySecuritiesFvNiAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Securities, Trading, and Equity Securities, FV-NI [Abstract]", "terseLabel": "Total" } } }, "localname": "DebtSecuritiesTradingAndEquitySecuritiesFvNiAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r509", "r518" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_FederalIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "U.S. Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r509", "r518" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_ForeignIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "International" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxAssetsNet": { "auth_ref": [ "r481", "r482" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.", "label": "Deferred Income Tax Assets, Net", "terseLabel": "Deferred tax assets" } } }, "localname": "DeferredIncomeTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r107", "r123", "r509", "r518", "r519", "r520" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails_1": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "terseLabel": "Deferred income tax expense (benefit)", "totalLabel": "Total" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r20", "r21", "r498", "r674", "r689" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Subtotal - deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r481", "r482" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r509", "r518" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "U.S. State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetDomain": { "auth_ref": [ "r500" ], "lang": { "en-us": { "role": { "documentation": "Identification of the deferred tax asset for which a valuation reserve exists.", "label": "Deferred Tax Asset [Domain]", "terseLabel": "Deferred Tax Asset [Domain]" } } }, "localname": "DeferredTaxAssetDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredTaxAssetIntraEntityTransferAssetOtherThanInventory": { "auth_ref": [ "r506" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary difference from intra-entity transfer of asset within consolidated group. Excludes intra-entity transfer of inventory.", "label": "Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory", "terseLabel": "Other deferred tax assets" } } }, "localname": "DeferredTaxAssetIntraEntityTransferAssetOtherThanInventory", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r499" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Subtotal - deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsDomestic": { "auth_ref": [ "r506", "r507" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible domestic operating loss carryforwards. Excludes state and local operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Domestic", "terseLabel": "Net operating loss carryforward \u2014 U.S." } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsForeign": { "auth_ref": [ "r506", "r507" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible foreign operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Foreign", "terseLabel": "Net operating loss carryforward \u2014 International" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsForeign", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsPropertyPlantAndEquipment": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 9.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from property, plant, and equipment.", "label": "Deferred Tax Assets, Property, Plant and Equipment", "terseLabel": "Property and equipment" } } }, "localname": "DeferredTaxAssetsPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwards": { "auth_ref": [ "r504", "r506", "r507" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards", "terseLabel": "Tax credits" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r506", "r507" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Stock-based compensation and other stock based payments" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities": { "auth_ref": [ "r506", "r507" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from accrued liabilities.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities", "terseLabel": "Accrued expenses" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r500" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Valuation allowance on deferred tax assets", "verboseLabel": "Valuation allowance on deferred tax assets" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails", "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r482", "r501" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Net deferred tax liabilities" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r506", "r507" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedTerseLabel": "Intangible assets and other" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesInvestments": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from investments (excludes investments in subsidiaries and equity method investments).", "label": "Deferred Tax Liabilities, Investments", "negatedTerseLabel": "Unrealized gains on investments" } } }, "localname": "DeferredTaxLiabilitiesInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesLeasingArrangements": { "auth_ref": [ "r506", "r507" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements.", "label": "Deferred Tax Liabilities, Leasing Arrangements", "negatedTerseLabel": "Operating lease assets" } } }, "localname": "DeferredTaxLiabilitiesLeasingArrangements", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r506", "r507" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "negatedTerseLabel": "Other" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilityIntraEntityTransferAssetOtherThanInventory": { "auth_ref": [ "r506" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to intra-entity transfer of asset within consolidated group. Excludes intra-entity transfer of inventory.", "label": "Deferred Tax Liability, Intra-entity Transfer, Asset Other than Inventory", "negatedTerseLabel": "Installment sale liability", "terseLabel": "Other deferred tax liabilities" } } }, "localname": "DeferredTaxLiabilityIntraEntityTransferAssetOtherThanInventory", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails", "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Matching contributions" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/BENEFITPLANSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationAndAmortization": { "auth_ref": [ "r107", "r312" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 6.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.", "label": "Depreciation, Depletion and Amortization, Nonproduction", "verboseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r107", "r196" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationNonproduction": { "auth_ref": [ "r107", "r312" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The expense recognized in the current period that allocates the cost of nonproduction tangible assets over their useful lives.", "label": "Depreciation, Nonproduction", "terseLabel": "Depreciation expense" } } }, "localname": "DepreciationNonproduction", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r554", "r555", "r559", "r561" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipAxis": { "auth_ref": [ "r551", "r554", "r559" ], "lang": { "en-us": { "role": { "documentation": "Information by type of hedging relationship.", "label": "Hedging Relationship [Axis]", "terseLabel": "Hedging Relationship [Axis]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative [Line Items]", "terseLabel": "Derivative [Line Items]" } } }, "localname": "DerivativeLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeNotionalAmount": { "auth_ref": [ "r547", "r549" ], "lang": { "en-us": { "role": { "documentation": "Nominal or face amount used to calculate payment on derivative.", "label": "Derivative, Notional Amount", "terseLabel": "Notional amount:" } } }, "localname": "DerivativeNotionalAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeTable": { "auth_ref": [ "r546", "r548", "r549", "r551", "r552", "r557", "r559", "r563", "r565", "r567" ], "lang": { "en-us": { "role": { "documentation": "Schedule that describes and identifies a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.", "label": "Derivative [Table]", "terseLabel": "Derivative [Table]" } } }, "localname": "DerivativeTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r117", "r130", "r546", "r548", "r551", "r552", "r564" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivative Financial Instruments" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DesignatedAsHedgingInstrumentMember": { "auth_ref": [ "r551" ], "lang": { "en-us": { "role": { "documentation": "Derivative instrument designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Designated as Hedging Instrument [Member]", "terseLabel": "Designated as Hedging Instrument" } } }, "localname": "DesignatedAsHedgingInstrumentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails", "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r392", "r396", "r397", "r398", "r399", "r400", "r401", "r402" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails", "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r476" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-based Payment Arrangement [Text Block]", "terseLabel": "STOCK-BASED COMPENSATION" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATION" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Payment Arrangement [Abstract]", "terseLabel": "Share-based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DistributionRightsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Legal rights, generally of a limited duration, to distribute a product or products, often within specific geographic areas or supply channels.", "label": "Distribution Rights [Member]", "terseLabel": "Supply and distribution agreements" } } }, "localname": "DistributionRightsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Domestic Tax Authority" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r78", "r141", "r142", "r143", "r144", "r145", "r149", "r152", "r161", "r162", "r163", "r168", "r169", "r683", "r702" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Net income applicable to common stockholders per basic common share" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r78", "r141", "r142", "r143", "r144", "r145", "r152", "r161", "r162", "r163", "r168", "r169", "r683", "r702" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Net income applicable to common stockholders per diluted common share" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r164", "r166", "r167", "r170" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "NET INCOME PER SHARE" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/NETINCOMEPERSHARE" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r591" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "terseLabel": "Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r484", "r522" ], "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Statutory rate (as a percent)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCutsAndJobsActOf2017TransitionTaxOnAccumulatedForeignEarningsAmount": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 7.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of reported income tax expense (benefit) in excess of (less than) expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operations, attributable to increase (decrease) from transition tax on accumulated earnings of controlled foreign corporation deemed repatriated pursuant to Tax Cuts and Jobs Act.", "label": "Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Transition Tax on Accumulated Foreign Earnings, Amount", "terseLabel": "Tax Act - U.S. transition tax benefit and other transition impacts" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCutsAndJobsActOf2017TransitionTaxOnAccumulatedForeignEarningsAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r44" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued compensation liabilities" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r462" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Total future compensation cost related to unvested share-based awards" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r462" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Total future compensation cost related to unvested share-based awards, expected period of recognition" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense": { "auth_ref": [ "r460" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax benefit for recognition of expense of award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Expense, Tax Benefit", "terseLabel": "Tax benefit for stock-based compensation" } } }, "localname": "EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r459" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-based Payment Arrangement, Option [Member]", "terseLabel": "Stock Options", "verboseLabel": "Employee Stock Option" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]", "terseLabel": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityClassOfTreasuryStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Equity, Class of Treasury Stock [Line Items]", "terseLabel": "Equity, Class of Treasury Stock [Line Items]", "verboseLabel": "Equity, Class of Treasury Stock [Line Items]" } } }, "localname": "EquityClassOfTreasuryStockLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails", "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r133", "r134", "r135", "r138", "r146", "r148", "r172", "r265", "r362", "r367", "r468", "r469", "r470", "r514", "r515", "r592", "r593", "r594", "r595", "r596", "r598", "r712", "r713", "r714" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquitySecuritiesFvNi": { "auth_ref": [ "r580" ], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 3.0, "parentTag": "us-gaap_EquitySecuritiesFvNiCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI", "terseLabel": "Carrying Value", "verboseLabel": "Fair value of investment in equity securities" } } }, "localname": "EquitySecuritiesFvNi", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiAndWithoutReadilyDeterminableFairValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity Securities, FV-NI and without Readily Determinable Fair Value [Abstract]", "terseLabel": "Equity securities - investments in private companies" } } }, "localname": "EquitySecuritiesFvNiAndWithoutReadilyDeterminableFairValueAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EquitySecuritiesFvNiCost": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails_1": { "order": 2.0, "parentTag": "bkng_Longterminvestmentcost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cost of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI). Excludes equity method investment and investment in equity security without readily determinable fair value.", "label": "Equity Securities, FV-NI, Cost", "terseLabel": "Investment in equity securities", "totalLabel": "Cost" } } }, "localname": "EquitySecuritiesFvNiCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiGainLoss": { "auth_ref": [ "r255" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails": { "order": 4.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized and realized gain (loss) on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI, Gain (Loss)", "negatedTerseLabel": "Net (gains) losses on marketable equity securities", "terseLabel": "Net gains (losses) on marketable equity securities" } } }, "localname": "EquitySecuritiesFvNiGainLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiRealizedLoss": { "auth_ref": [ "r255" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of realized loss from sale of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI, Realized Loss", "terseLabel": "Equity securities, net realized loss" } } }, "localname": "EquitySecuritiesFvNiRealizedLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiUnrealizedGain": { "auth_ref": [ "r255" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI, Unrealized Gain", "terseLabel": "Equity securities, net unrealized gains" } } }, "localname": "EquitySecuritiesFvNiUnrealizedGain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiUnrealizedLoss": { "auth_ref": [ "r255" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized loss on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI, Unrealized Loss", "terseLabel": "Equity securities, net unrealized loss" } } }, "localname": "EquitySecuritiesFvNiUnrealizedLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesMember": { "auth_ref": [ "r13", "r17", "r251", "r691", "r738", "r739", "r740" ], "lang": { "en-us": { "role": { "documentation": "Ownership interest or right to acquire or dispose of ownership interest in corporations and other legal entities for which ownership interest is represented by shares of common or preferred stock, convertible securities, stock rights, or stock warrants.", "label": "Equity Securities [Member]", "terseLabel": "Equity securities" } } }, "localname": "EquitySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueAmount": { "auth_ref": [ "r252" ], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 3.0, "parentTag": "us-gaap_LongTermInvestments", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Amount", "terseLabel": "Carrying Value", "verboseLabel": "Fair value of investment in equity securities of private companies" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueImpairmentLossAnnualAmount": { "auth_ref": [ "r253" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails": { "order": 1.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of impairment loss on investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount", "negatedTerseLabel": "Impairment of investment", "terseLabel": "Impairment of investment" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueImpairmentLossAnnualAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueImpairmentLossCumulativeAmount": { "auth_ref": [ "r253" ], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 2.0, "parentTag": "bkng_Longterminvestmentgrossunrealizedloss", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cumulative impairment loss on investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Impairment Loss, Cumulative Amount", "negatedTerseLabel": "Gross Unrealized Losses /Downward Adjustments" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueImpairmentLossCumulativeAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentCumulativeAmount": { "auth_ref": [ "r254" ], "calculation": { "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 2.0, "parentTag": "bkng_EquitySecuritiesWithoutReadilyDeterminableFairValueCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cumulative gain from upward price adjustment on investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Cumulative Amount", "terseLabel": "Gross Unrealized Gains /Upward Adjustments" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentCumulativeAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ExtraordinaryAndUnusualItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Unusual or Infrequent Items, or Both [Abstract]" } } }, "localname": "ExtraordinaryAndUnusualItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r568", "r569", "r570", "r577" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock": { "auth_ref": [ "r568", "r569", "r570", "r576", "r577" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.", "label": "Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]", "terseLabel": "Financial assets and liabilities carried at fair value and nonrecurring fair value measurements" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r406", "r408", "r409", "r410", "r411", "r412", "r413", "r420", "r569", "r631", "r632", "r633" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/DEBTFairValueofDebtDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r568", "r569", "r572", "r573", "r578" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]", "verboseLabel": "Fair Value by Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r575" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "FAIR VALUE MEASUREMENTS" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r406", "r408", "r413", "r420", "r569", "r631" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level\u00a01" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r406", "r408", "r413", "r420", "r569", "r632" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level\u00a02" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTFairValueofDebtDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r406", "r408", "r409", "r410", "r411", "r412", "r413", "r420", "r569", "r633" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level\u00a03" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r406", "r408", "r409", "r410", "r411", "r412", "r413", "r420", "r631", "r632", "r633" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/DEBTFairValueofDebtDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsNonrecurringMember": { "auth_ref": [ "r568", "r569", "r572", "r573", "r574", "r578" ], "lang": { "en-us": { "role": { "documentation": "Infrequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, not frequently measured at fair value.", "label": "Fair Value, Nonrecurring [Member]", "terseLabel": "Nonrecurring fair value measurements" } } }, "localname": "FairValueMeasurementsNonrecurringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r575", "r578" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Recurring Basis", "verboseLabel": "Recurring fair value measurements" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r117", "r579", "r581" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments, Policy [Policy Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FederalFundsPurchasedMember": { "auth_ref": [ "r678" ], "lang": { "en-us": { "role": { "documentation": "Short term borrowing where a bank borrows, at the federal funds rate, from another bank.", "label": "Federal Funds Purchased [Member]", "terseLabel": "U. S. Federal Funds Rate" } } }, "localname": "FederalFundsPurchasedMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FederalIncomeTaxExpenseBenefitContinuingOperations": { "auth_ref": [ "r122", "r483" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current and deferred federal income tax expense (benefit) attributable to income (loss) from continuing operations.", "label": "Federal Income Tax Expense (Benefit), Continuing Operations", "totalLabel": "U.S. Federal" } } }, "localname": "FederalIncomeTaxExpenseBenefitContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r249", "r250", "r269", "r274", "r275", "r276", "r277", "r279", "r280", "r281", "r282", "r628", "r629", "r630", "r631", "r632", "r633", "r634", "r635", "r636", "r637", "r638", "r639", "r640", "r641", "r642", "r643", "r644", "r645", "r646", "r647", "r648", "r649", "r650", "r651", "r652", "r653", "r654", "r655", "r656", "r657" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancialLiabilitiesFairValueDisclosure": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial obligations, including, but not limited to, debt instruments, derivative liabilities, federal funds purchased and sold under agreements to repurchase, securities loaned or sold under agreements to repurchase, financial instruments sold not yet purchased, guarantees, line of credit, loans and notes payable, servicing liability, and trading liabilities.", "label": "Financial Liabilities Fair Value Disclosure", "terseLabel": "Estimated fair value of derivative liabilities", "verboseLabel": "Total liabilities at fair value" } } }, "localname": "FinancialLiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Amortization Period" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r305" ], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_IntangibleAssetsNetExcludingGoodwill", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails": { "order": 6.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r307" ], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2021" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r307" ], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r307" ], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r307" ], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r307" ], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r301", "r302", "r305", "r308", "r660", "r664" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r305", "r664" ], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_IntangibleAssetsNetExcludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-lived intangible assets" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r301", "r304" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r305", "r660" ], "calculation": { "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "totalLabel": "Total" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSAnnualEstimatedAmortizationExpenseforIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "Foreign Tax Authority" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyTransactionGainLossBeforeTax": { "auth_ref": [ "r587", "r588", "r589", "r590" ], "calculation": { "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails": { "order": 3.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of foreign currency transaction realized and unrealized gain (loss) recognized in the income statement.", "label": "Foreign Currency Transaction Gain (Loss), before Tax", "terseLabel": "Foreign currency transaction losses" } } }, "localname": "ForeignCurrencyTransactionGainLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r117", "r600" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency Translation" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ForeignExchangeForwardMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Foreign exchange forward traded on an exchange (examples include but are not limited to the International Securities Exchange, Philadelphia Stock Exchange, or the Chicago Mercantile Exchange) for options or future contracts to buy or sell a certain currency, at a specified date, at a fixed exercise exchange rate.", "label": "Foreign Exchange Forward [Member]", "terseLabel": "Foreign Exchange Forward" } } }, "localname": "ForeignExchangeForwardMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignGovernmentDebtSecuritiesMember": { "auth_ref": [ "r406", "r722" ], "lang": { "en-us": { "role": { "documentation": "Debt security issued by government not domiciled in United States of America (US).", "label": "Debt Security, Government, Non-US [Member]", "terseLabel": "International government securities" } } }, "localname": "ForeignGovernmentDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignIncomeTaxExpenseBenefitContinuingOperations": { "auth_ref": [ "r128" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current and deferred foreign income tax expense (benefit) attributable to income (loss) from continuing operations.", "label": "Foreign Income Tax Expense (Benefit), Continuing Operations", "totalLabel": "International" } } }, "localname": "ForeignIncomeTaxExpenseBenefitContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForwardContractsMember": { "auth_ref": [ "r560" ], "lang": { "en-us": { "role": { "documentation": "Contracts negotiated between two parties to purchase and sell a specific quantity of a financial instrument, foreign currency, or commodity at a price specified at origination of the contract, with delivery and settlement at a specified future date.", "label": "Forward Contracts [Member]", "terseLabel": "Foreign currency exchange derivatives" } } }, "localname": "ForwardContractsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments": { "auth_ref": [ "r554", "r558" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in earnings in the period from the increase (decrease) in fair value of foreign currency derivatives not designated as hedging instruments.", "label": "Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments", "negatedTerseLabel": "Losses on foreign currency exchange derivatives" } } }, "localname": "GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r83" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 4.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r287", "r289", "r670" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Balance, end of year", "periodStartLabel": "Balance, beginning of year", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSChangesintheBalanceofGoodwillDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r291" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "terseLabel": "Acquisitions" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSChangesintheBalanceofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]", "terseLabel": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r311" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for goodwill and intangible assets.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETS" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsGoodwillPolicy": { "auth_ref": [ "r117", "r295" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill. This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined.", "label": "Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]", "terseLabel": "Goodwill" } } }, "localname": "GoodwillAndIntangibleAssetsGoodwillPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillForeignCurrencyTranslationGainLoss": { "auth_ref": [ "r293" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Foreign Currency Translation Gain (Loss)", "terseLabel": "Foreign currency translation adjustments" } } }, "localname": "GoodwillForeignCurrencyTranslationGainLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSChangesintheBalanceofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairedAccumulatedImpairmentLoss": { "auth_ref": [ "r290", "r294" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impaired, Accumulated Impairment Loss", "terseLabel": "Cumulative impairment charges" } } }, "localname": "GoodwillImpairedAccumulatedImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSChangesintheBalanceofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairmentLoss": { "auth_ref": [ "r107", "r288", "r292", "r297" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 8.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impairment Loss", "negatedTerseLabel": "Impairments", "terseLabel": "Impairment of goodwill" } } }, "localname": "GoodwillImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSChangesintheBalanceofGoodwillDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Goodwill [Line Items]", "terseLabel": "Goodwill [Line Items]" } } }, "localname": "GoodwillLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill [Member]", "terseLabel": "Goodwill" } } }, "localname": "GoodwillMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSChangesintheBalanceofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GrantsReceivableCurrent": { "auth_ref": [ "r53" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of amounts due under the terms of governmental, corporate, or foundation grants. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer.", "label": "Grants Receivable, Current", "terseLabel": "Grants receivable" } } }, "localname": "GrantsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsByNatureAxis": { "auth_ref": [ "r347" ], "lang": { "en-us": { "role": { "documentation": "Information by nature of guarantee.", "label": "Guarantor Obligations, Nature [Axis]", "terseLabel": "Guarantor Obligations, Nature [Axis]" } } }, "localname": "GuaranteeObligationsByNatureAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsNatureDomain": { "auth_ref": [ "r346" ], "lang": { "en-us": { "role": { "documentation": "Represents a description of the nature of the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Nature [Domain]", "terseLabel": "Guarantor Obligations, Nature [Domain]" } } }, "localname": "GuaranteeObligationsNatureDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_HedgingDesignationAxis": { "auth_ref": [ "r551", "r562" ], "lang": { "en-us": { "role": { "documentation": "Information by designation of purpose of derivative instrument.", "label": "Hedging Designation [Axis]", "terseLabel": "Hedging Designation [Axis]" } } }, "localname": "HedgingDesignationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_HedgingDesignationDomain": { "auth_ref": [ "r551" ], "lang": { "en-us": { "role": { "documentation": "Designation of purpose of derivative instrument.", "label": "Hedging Designation [Domain]", "terseLabel": "Hedging Designation [Domain]" } } }, "localname": "HedgingDesignationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_HedgingRelationshipDomain": { "auth_ref": [ "r551" ], "lang": { "en-us": { "role": { "documentation": "Nature or intent of a hedge.", "label": "Hedging Relationship [Domain]", "terseLabel": "Hedging Relationship [Domain]" } } }, "localname": "HedgingRelationshipDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsIncludingIntangibleAssetsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the impairment and disposal of long-lived assets including goodwill and other intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Impairment of Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsIncludingIntangibleAssetsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r127", "r521" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "Domestic pre-tax (loss) income" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r127", "r521" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "International pre-tax income" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments": { "auth_ref": [ "r127", "r201", "r212", "r215", "r218", "r221" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations before deduction of income tax expense (benefit) and income (loss) attributable to noncontrolling interest, and addition of income (loss) from equity method investments.", "label": "Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest", "totalLabel": "Earnings before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r316" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSPARENTHETICAL", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSPARENTHETICAL", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r488" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails", "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails", "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxContingencyLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Tax Contingency [Line Items]", "terseLabel": "Income Tax Contingency [Line Items]" } } }, "localname": "IncomeTaxContingencyLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxContingencyTable": { "auth_ref": [ "r489", "r495", "r497", "r511" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other income tax contingencies. Includes, but is not limited to, interest and penalties, reconciliation of unrecognized tax benefits, unrecognized tax benefits that would affect the effective tax rate, tax years that remain subject to examination by tax jurisdictions, and information about positions for which it is reasonably possible that amounts unrecognized will significantly change within 12 months.", "label": "Income Tax Contingency [Table]", "terseLabel": "Income Tax Contingency [Table]" } } }, "localname": "IncomeTaxContingencyTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]", "terseLabel": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r485", "r496", "r503", "r516", "r523", "r526", "r527", "r528" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "INCOME TAXES" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXES" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r147", "r148", "r199", "r483", "r517", "r525", "r704" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 }, "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Income tax expense", "totalLabel": "Income tax expense" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails", "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Total" } } }, "localname": "IncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxExpenseBenefitContinuingOperationsIncomeTaxReconciliationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Effective Income Tax Rate Reconciliation, Amount [Abstract]", "terseLabel": "Reconciliation of effective income tax rate and amount computed using expected U.S. statutory federal rate" } } }, "localname": "IncomeTaxExpenseBenefitContinuingOperationsIncomeTaxReconciliationAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r72", "r117", "r479", "r480", "r496", "r497", "r502", "r510", "r744" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "terseLabel": "Valuation allowance" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 8.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to foreign income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount", "terseLabel": "Foreign rate differential" } } }, "localname": "IncomeTaxReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 5.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount", "terseLabel": "Income tax expense at U.S. federal statutory rate" } } }, "localname": "IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseImpairmentLosses": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible impairment loss.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount", "terseLabel": "Goodwill impairment" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpenseImpairmentLosses", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 12.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of reported income tax expense (benefit) in excess of (less than) expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for award under share-based payment arrangement. Includes, but is not limited to, expense determined to be nondeductible upon grant or after for award under share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount", "terseLabel": "Stock-based compensation" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationOtherAdjustments": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 11.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Amount", "terseLabel": "Other" } } }, "localname": "IncomeTaxReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount", "terseLabel": "State income tax (benefit) expense" } } }, "localname": "IncomeTaxReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationTaxContingencies": { "auth_ref": [ "r484" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails": { "order": 9.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in income tax contingencies. Including, but not limited to, domestic tax contingency, foreign tax contingency, state and local tax contingency, and other contingencies.", "label": "Effective Income Tax Rate Reconciliation, Tax Contingency, Amount", "terseLabel": "Uncertain tax positions" } } }, "localname": "IncomeTaxReconciliationTaxContingencies", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r111" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid during the period for income taxes (see Note 15)" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r106" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in assets and liabilities, net of effects of acquisitions:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOperatingLiabilities": { "auth_ref": [ "r106" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities that result from activities that generate operating income.", "label": "Increase (Decrease) in Operating Liabilities", "terseLabel": "Deferred merchant bookings and other current liabilities" } } }, "localname": "IncreaseDecreaseInOperatingLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingCapitalNet": { "auth_ref": [ "r106" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets after deduction of operating liabilities classified as other.", "label": "Increase (Decrease) in Other Operating Assets and Liabilities, Net", "negatedLabel": "Long-term assets and liabilities" } } }, "localname": "IncreaseDecreaseInOtherOperatingCapitalNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r106" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedLabel": "Prepaid expenses and other current assets" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "stringItemType" }, "us-gaap_IncrementalCommonSharesAttributableToConversionOfDebtSecurities": { "auth_ref": [ "r157", "r158", "r163" ], "calculation": { "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails": { "order": 3.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of convertible debt securities using the if-converted method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities", "terseLabel": "Assumed conversion of convertible senior notes" } } }, "localname": "IncrementalCommonSharesAttributableToConversionOfDebtSecurities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements": { "auth_ref": [ "r153", "r154", "r155", "r163" ], "calculation": { "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements", "terseLabel": "Weighted-average dilutive stock options, restricted stock units and performance share units" } } }, "localname": "IncrementalCommonSharesAttributableToShareBasedPaymentArrangements", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r299", "r303" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangible assets, net", "totalLabel": "Net Carrying Amount" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r74", "r195", "r601", "r604", "r684" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "weight": -1.0 }, "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "negatedLabel": "Interest expense", "totalLabel": "Total interest expenses" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseDebt": { "auth_ref": [ "r85", "r360" ], "calculation": { "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt.", "label": "Interest Expense, Debt", "totalLabel": "Total interest expenses" } } }, "localname": "InterestExpenseDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r101", "r103", "r111" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid during the period for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterimPeriodCostsNotAllocableDomain": { "auth_ref": [ "r171" ], "lang": { "en-us": { "role": { "documentation": "This element represents the type of costs and expenses incurred during an interim period that cannot be readily identified with the activities or benefits of other interim periods and are charged to the interim period in which incurred.", "label": "Interim Period, Costs Not Allocable [Domain]", "terseLabel": "Interim Period, Costs Not Allocable [Domain]" } } }, "localname": "InterimPeriodCostsNotAllocableDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InternalUseSoftwarePolicy": { "auth_ref": [ "r117", "r309", "r310" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs incurred when both (1) the software is acquired, internally developed, or modified solely to meet the entity's internal needs, and (2) during the software's development or modification, no substantive plan exists or is being developed to market the software externally.", "label": "Internal Use Software, Policy [Policy Text Block]", "terseLabel": "Website and Internal-use Software Capitalization" } } }, "localname": "InternalUseSoftwarePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InternetDomainNamesMember": { "auth_ref": [ "r533" ], "lang": { "en-us": { "role": { "documentation": "String of typographic characters used to describe the location of a specific individual, business, computer, or piece of information online. Formally known as the Uniform Resource Locator or URL, it is often considered to be the address of a certain World Wide Web site.", "label": "Internet Domain Names [Member]", "terseLabel": "Internet domain names" } } }, "localname": "InternetDomainNamesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentIncomeInterestAndDividend": { "auth_ref": [ "r84" ], "calculation": { "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails": { "order": 2.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income and dividend income on nonoperating securities.", "label": "Investment Income, Interest and Dividend", "terseLabel": "Interest and dividend income" } } }, "localname": "InvestmentIncomeInterestAndDividend", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentPolicyTextBlock": { "auth_ref": [ "r258", "r703" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for investment in financial asset.", "label": "Investment, Policy [Policy Text Block]", "terseLabel": "Investments" } } }, "localname": "InvestmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentTableTextBlock": { "auth_ref": [ "r251", "r256", "r260", "r261" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of investment.", "label": "Investment [Table Text Block]", "terseLabel": "Investments" } } }, "localname": "InvestmentTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentTextBlock": { "auth_ref": [ "r251", "r256", "r260", "r261" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for investment.", "label": "Investment [Text Block]", "terseLabel": "INVESTMENTS" } } }, "localname": "InvestmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentTypeAxis": { "auth_ref": [ "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r738", "r739", "r740" ], "lang": { "en-us": { "role": { "documentation": "Information by type of investments.", "label": "Investment Type [Axis]", "terseLabel": "Investment Type [Axis]" } } }, "localname": "InvestmentTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_InvestmentTypeCategorizationMember": { "auth_ref": [ "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734", "r735", "r736", "r737", "r738", "r739", "r740" ], "lang": { "en-us": { "role": { "documentation": "Asset obtained to generate income or appreciate in value.", "label": "Investments [Domain]", "terseLabel": "Investments [Domain]" } } }, "localname": "InvestmentTypeCategorizationMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentsDebtAndEquitySecuritiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Investments, Debt and Equity Securities [Abstract]", "terseLabel": "Investments, Debt and Equity Securities [Abstract]" } } }, "localname": "InvestmentsDebtAndEquitySecuritiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_LaborAndRelatedExpense": { "auth_ref": [ "r82" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for salary, wage, profit sharing; incentive and equity-based compensation; and other employee benefit.", "label": "Labor and Related Expense", "verboseLabel": "Personnel, including stock-based compensation of $233, $308 and $317, respectively" } } }, "localname": "LaborAndRelatedExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r622", "r624" ], "calculation": { "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "totalLabel": "Total lease expense, net of sublease income" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r622" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Operating lease cost" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r313" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r614" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r611" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLeaseNotYetCommencedTermOfContract1": { "auth_ref": [ "r613" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease not yet commenced, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract", "terseLabel": "Lease term of operating leases which have not yet commenced", "verboseLabel": "Term of lease not yet commenced" } } }, "localname": "LesseeOperatingLeaseLeaseNotYetCommencedTermOfContract1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails", "http://www.bookingholdings.com/role/LEASESNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r623" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Operating lease liability maturity" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r623" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "terseLabel": "Remaining lease obligations", "totalLabel": "Total remaining lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r623" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r623" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails_1": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2021" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r623" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails_1": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r623" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r623" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails_1": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r623" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails_1": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2022" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r623" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: Imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseRenewalTerm": { "auth_ref": [ "r612" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease renewal, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Renewal Term", "terseLabel": "Renewal terms" } } }, "localname": "LesseeOperatingLeaseRenewalTerm", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r625" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "LEASES" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASES" ], "xbrltype": "textBlockItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letter of Credit" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LettersOfCreditOutstandingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of the contingent obligation under letters of credit outstanding as of the reporting date.", "label": "Letters of Credit Outstanding, Amount", "terseLabel": "Letters of credit outstanding" } } }, "localname": "LettersOfCreditOutstandingAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails", "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r42", "r120", "r214", "r259", "r541", "r544", "r545", "r585" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r30", "r120", "r259", "r585", "r676", "r697" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders' equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND STOCKHOLDERS' EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r45", "r120", "r259", "r541", "r544", "r545", "r585" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Fair Value Disclosure [Abstract]", "terseLabel": "LIABILITIES:" } } }, "localname": "LiabilitiesFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityInterestRateDuringPeriod": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "The effective interest rate during the reporting period.", "label": "Line of Credit Facility, Interest Rate During Period", "terseLabel": "Weighted-average interest rate" } } }, "localname": "LineOfCreditFacilityInterestRateDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r39" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Revolving credit facility maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for available but unused credit capacity under the credit facility.", "label": "Line of Credit Facility, Unused Capacity, Commitment Fee Percentage", "terseLabel": "Revolving credit facility commitment fee percentage on undrawn balances" } } }, "localname": "LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LinesOfCreditCurrent": { "auth_ref": [ "r16", "r672" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Line of Credit, Current", "terseLabel": "Line of credit, outstanding" } } }, "localname": "LinesOfCreditCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LondonInterbankOfferedRateLIBORMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.", "label": "London Interbank Offered Rate (LIBOR) [Member]", "terseLabel": "London Interbank Offered Rate (LIBOR)" } } }, "localname": "LondonInterbankOfferedRateLIBORMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongLivedAssetsByGeographicAreasTableTextBlock": { "auth_ref": [ "r227" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-lived assets, excluding financial instruments, long-term customer relationships of a financial institution, mortgage rights, deferred policy acquisition costs, and deferred tax assets, by geographic areas located in the entity's country of domicile and foreign countries in which the entity holds assets.", "label": "Long-lived Assets by Geographic Areas [Table Text Block]", "terseLabel": "Property and equipment, excluding capitalized software, and operating lease assets by geographic area" } } }, "localname": "LongLivedAssetsByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r19", "r356", "r675", "r694" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "terseLabel": "Carrying value of long-term debt" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r41" ], "calculation": { "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "totalLabel": "Carrying Value" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-term Debt, Current Maturities [Abstract]", "terseLabel": "Current Liabilities:" } } }, "localname": "LongTermDebtCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r47" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-term debt", "totalLabel": "Long-term debt" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-term Debt, Excluding Current Maturities [Abstract]", "terseLabel": "Long-term debt:" } } }, "localname": "LongTermDebtNoncurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermInvestments": { "auth_ref": [ "r33" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails": { "order": 2.0, "parentTag": "bkng_Longterminvestmentcost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle).", "label": "Long-term Investments", "terseLabel": "Long-term investments (Includes available-for-sale debt securities: Amortized cost of $225 and $2,192, respectively)", "totalLabel": "Carrying Value" } } }, "localname": "LongTermInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r47" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r47", "r350" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesandWeightedAverageEffectiveInterestRatesRelatedToConvertibleSeniorNotesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingenciesByNatureOfContingencyAxis": { "auth_ref": [ "r335", "r336", "r337", "r338", "r339", "r340", "r341", "r344", "r345" ], "lang": { "en-us": { "role": { "documentation": "Information by type of existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur.", "label": "Loss Contingency Nature [Axis]", "terseLabel": "Loss Contingencies by Nature of Contingency [Axis]" } } }, "localname": "LossContingenciesByNatureOfContingencyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESCompetitionandConsumerProtectionReviewsDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESCompetitionandConsumerProtectionReviewsDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r335", "r336", "r337", "r338", "r339", "r340", "r341", "r344", "r345" ], "lang": { "en-us": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]", "terseLabel": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESCompetitionandConsumerProtectionReviewsDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingencyAccrualAtCarryingValue": { "auth_ref": [ "r335" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of loss contingency liability.", "label": "Loss Contingency Accrual", "terseLabel": "Accruals for loss contingencies" } } }, "localname": "LossContingencyAccrualAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESCompetitionandConsumerProtectionReviewsDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingencyNatureDomain": { "auth_ref": [ "r335", "r336", "r337", "r338", "r339", "r340", "r341", "r344", "r345" ], "lang": { "en-us": { "role": { "documentation": "An existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur. Resolution of the uncertainty may confirm the incurrence of a loss or impairment of an asset or the incurrence of a liability.", "label": "Loss Contingency, Nature [Domain]", "terseLabel": "Loss Contingency, Nature [Domain]" } } }, "localname": "LossContingencyNatureDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESCompetitionandConsumerProtectionReviewsDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingencyRangeOfPossibleLossPortionNotAccrued": { "auth_ref": [ "r334" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The difference between the maximum amount of estimated loss and the amount recorded as of the balance sheet date.", "label": "Loss Contingency, Range of Possible Loss, Portion Not Accrued", "terseLabel": "Potential loss related to loss contingencies in excess of the accrued amount" } } }, "localname": "LossContingencyRangeOfPossibleLossPortionNotAccrued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MarketableSecuritiesCurrent": { "auth_ref": [ "r3", "r43" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in marketable security, classified as current.", "label": "Marketable Securities, Current", "terseLabel": "Short-term investments (Available-for-sale debt securities: Amortized cost of $500 and $998, respectively)" } } }, "localname": "MarketableSecuritiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_MarketingExpense": { "auth_ref": [ "r83" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenditures for planning and executing the conception, pricing, promotion, and distribution of ideas, goods, and services. Costs of public relations and corporate promotions are typically considered to be marketing costs.", "label": "Marketing Expense", "terseLabel": "Marketing expenses" } } }, "localname": "MarketingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_MeasurementInputDiscountRateMember": { "auth_ref": [ "r571" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using interest rate to determine present value of future cash flows.", "label": "Measurement Input, Discount Rate [Member]", "terseLabel": "Discount Rate" } } }, "localname": "MeasurementInputDiscountRateMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputEbitdaMultipleMember": { "auth_ref": [ "r571" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using earnings before interest, tax, depreciation and amortization (EBITDA) multiple.", "label": "Measurement Input, EBITDA Multiple [Member]", "terseLabel": "EBITDA Multiple" } } }, "localname": "MeasurementInputEbitdaMultipleMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedTermMember": { "auth_ref": [ "r571" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using period financial instrument is expected to be outstanding. Excludes maturity date.", "label": "Measurement Input, Expected Term [Member]", "terseLabel": "Expected Term" } } }, "localname": "MeasurementInputExpectedTermMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputPriceVolatilityMember": { "auth_ref": [ "r571" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using rate at which price of security will increase (decrease) for given set of returns.", "label": "Measurement Input, Price Volatility [Member]", "terseLabel": "Price Volatility" } } }, "localname": "MeasurementInputPriceVolatilityMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r571" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]", "terseLabel": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]", "terseLabel": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r406" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]", "terseLabel": "Money market fund investments" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MovementInDeferredRevenueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Movement in Deferred Revenue [Roll Forward]", "terseLabel": "Movement in Deferred Revenue [Roll Forward]" } } }, "localname": "MovementInDeferredRevenueRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NatureOfExpenseAxis": { "auth_ref": [ "r171" ], "lang": { "en-us": { "role": { "documentation": "Information by type of cost or expense.", "label": "Nature of Expense [Axis]", "terseLabel": "Nature of Expense [Axis]" } } }, "localname": "NatureOfExpenseAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NatureOfOperations": { "auth_ref": [ "r176", "r187" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.", "label": "Nature of Operations [Text Block]", "terseLabel": "BUSINESS DESCRIPTION" } } }, "localname": "NatureOfOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/BUSINESSDESCRIPTION" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r102" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by (used in) financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "FINANCING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r102" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash provided by investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "INVESTING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r102", "r105", "r108" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "OPERATING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r141", "r142", "r143", "r144", "r149", "r150", "r160", "r163", "r201", "r212", "r215", "r218", "r221" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Net income", "totalLabel": "Net income" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetInvestmentHedgingMember": { "auth_ref": [ "r550" ], "lang": { "en-us": { "role": { "documentation": "Hedges of a net investment in a foreign operation.", "label": "Net Investment Hedging [Member]", "terseLabel": "Net Investment Hedging" } } }, "localname": "NetInvestmentHedgingMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recent Accounting Pronouncements Adopted and Other Recent Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NondesignatedMember": { "auth_ref": [ "r551" ], "lang": { "en-us": { "role": { "documentation": "Derivative instrument not designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Not Designated as Hedging Instrument [Member]", "terseLabel": "Not Designated as Hedging Instrument", "verboseLabel": "Not designated as hedging instrument" } } }, "localname": "NondesignatedMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSEstimatedFairValuesandNotionalAmountsofDerivativesDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NotionalAmountOfNonderivativeInstruments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Nominal or face amount used to calculate payments on a nonderivative instrument.", "label": "Notional Amount of Nonderivative Instruments", "terseLabel": "Carrying value of the portions of Euro-denominated debt, including accrued interest, designated as a net investment hedge" } } }, "localname": "NotionalAmountOfNonderivativeInstruments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r189" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of operating segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfReportableSegments": { "auth_ref": [ "r189" ], "lang": { "en-us": { "role": { "documentation": "Number of segments reported by the entity. A reportable segment is a component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements.", "label": "Number of Reportable Segments", "terseLabel": "Number of reportable segments" } } }, "localname": "NumberOfReportableSegments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OciBeforeReclassificationsBeforeTaxAttributableToParent": { "auth_ref": [ "r65" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": 2.0, "parentTag": "us-gaap_OciBeforeReclassificationsNetOfTaxAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax and reclassification adjustments of other comprehensive income (loss) attributable to parent.", "label": "OCI, before Reclassifications, before Tax, Attributable to Parent", "terseLabel": "OCI before reclassifications" } } }, "localname": "OciBeforeReclassificationsBeforeTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OciBeforeReclassificationsNetOfTaxAttributableToParent": { "auth_ref": [ "r65", "r73" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails_1": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax, before reclassification adjustments, of other comprehensive income (loss), attributable to parent.", "label": "OCI, before Reclassifications, Net of Tax, Attributable to Parent", "totalLabel": "OCI before reclassifications" } } }, "localname": "OciBeforeReclassificationsNetOfTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating expenses:" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r201", "r212", "r215", "r218", "r221" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Operating (loss) income" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r615", "r624" ], "calculation": { "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails": { "order": 3.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Lease expense" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r608" ], "calculation": { "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 }, "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "totalLabel": "Total operating lease liabilities", "verboseLabel": "Total operating lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESMaturitiesofOperatingLeaseLiabilitiesDetails", "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Lease, Liability [Abstract]", "terseLabel": "Lease Liabilities:" } } }, "localname": "OperatingLeaseLiabilityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r608" ], "calculation": { "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Current operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r609" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes current operating lease liability.", "label": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]", "terseLabel": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]" } } }, "localname": "OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails" ], "xbrltype": "extensibleListItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r608" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating lease liabilities", "verboseLabel": "Non-current operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r610", "r618" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Cash paid for amounts included in the measurement of lease liabilities" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESSupplementalCashFlowInformationRelatedToOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r607" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease assets" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheBalanceSheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAssetAmortizationExpense": { "auth_ref": [ "r107" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for right-of-use asset from operating lease.", "label": "Operating Lease, Right-of-Use Asset, Amortization Expense", "terseLabel": "Operating lease amortization" } } }, "localname": "OperatingLeaseRightOfUseAssetAmortizationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r621", "r624" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted-average discount rate" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r620", "r624" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted average remaining lease term" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLeasesRentExpenseNet": { "auth_ref": [ "r606" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Rental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income.", "label": "Operating Leases, Rent Expense, Net", "terseLabel": "Lease expense under ASC 840" } } }, "localname": "OperatingLeasesRentExpenseNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r504" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Loss Carryforwards [Line Items]", "terseLabel": "Operating Loss Carryforwards [Line Items]" } } }, "localname": "OperatingLossCarryforwardsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwardsTable": { "auth_ref": [ "r505" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Operating Loss Carryforwards [Table]", "terseLabel": "Operating Loss Carryforwards [Table]" } } }, "localname": "OperatingLossCarryforwardsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]", "terseLabel": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r53" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "terseLabel": "Other current assets" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r37" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "verboseLabel": "Other assets, net (Allowance for expected credit losses of $33 at December 31, 2020)" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Other Commitments [Line Items]", "terseLabel": "Other Commitments [Line Items]" } } }, "localname": "OtherCommitmentsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherCommitmentsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about obligations resulting from other commitments.", "label": "Other Commitments [Table]", "terseLabel": "Other Commitments [Table]" } } }, "localname": "OtherCommitmentsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentNetOfTax": { "auth_ref": [ "r58", "r59", "r62" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and adjustment, of unrealized gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale) and unrealized gain (loss) on investment in debt security measured at amortized cost (held-to-maturity) from transfer to available-for-sale.", "label": "OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment and Tax", "terseLabel": "Net unrealized gains (losses) on available-for-sale securities, net of tax" } } }, "localname": "OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsTax": { "auth_ref": [ "r63" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": 1.0, "parentTag": "us-gaap_OciBeforeReclassificationsNetOfTaxAttributableToParent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) allocated to other comprehensive income (loss) before reclassification adjustment from accumulated other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss) before Reclassifications, Tax", "negatedTerseLabel": "OCI before reclassifications" } } }, "localname": "OtherComprehensiveIncomeLossBeforeReclassificationsTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeTaxPortionAttributableToParent": { "auth_ref": [ "r538", "r539", "r542" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of other comprehensive income (loss) attributable to parent entity.", "label": "Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent", "totalLabel": "OCI for the period" } } }, "localname": "OtherComprehensiveIncomeLossBeforeTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r56" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax", "terseLabel": "Foreign currency translation adjustments, net of tax" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax [Abstract]", "terseLabel": "Other comprehensive income (loss), net of tax" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r68", "r70", "r538", "r539", "r542" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of other comprehensive income (loss) attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent", "totalLabel": "Total other comprehensive income (loss), net of tax" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossTaxPortionAttributableToParent1": { "auth_ref": [ "r538", "r539", "r542" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) allocated to other comprehensive income (loss) attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent", "negatedTotalLabel": "OCI for the period" } } }, "localname": "OtherComprehensiveIncomeLossTaxPortionAttributableToParent1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCurrentAssetsMember": { "auth_ref": [ "r553", "r566" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing other current assets.", "label": "Other Current Assets [Member]", "terseLabel": "Other current assets" } } }, "localname": "OtherCurrentAssetsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherIncomeAndExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Income and Expenses [Abstract]" } } }, "localname": "OtherIncomeAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Intangible assets classified as other.", "label": "Other Intangible Assets [Member]", "terseLabel": "Other intangible assets" } } }, "localname": "OtherIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r48" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other long-term liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncashExpense": { "auth_ref": [ "r108" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense or loss included in net income that result in no cash flow, classified as other.", "label": "Other Noncash Expense", "terseLabel": "Other" } } }, "localname": "OtherNoncashExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncurrentAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing other noncurrent assets.", "label": "Other Noncurrent Assets [Member]", "terseLabel": "Other assets, net" } } }, "localname": "OtherNoncurrentAssetsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails", "http://www.bookingholdings.com/role/INCOMETAXESNetDeferredTaxAssetsLiabilitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherNoncurrentLiabilitiesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing other noncurrent liabilities.", "label": "Other Noncurrent Liabilities [Member]", "terseLabel": "Other liabilities, noncurrent" } } }, "localname": "OtherNoncurrentLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherNonoperatingIncomeAndExpenseTextBlock": { "auth_ref": [ "r80", "r81" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the components of non-operating income or non-operating expense, including, but not limited to, amounts earned from dividends, interest on securities, gain (loss) on securities sold, equity earnings of unconsolidated affiliates, gain (loss) on sales of business, interest expense and other miscellaneous income or expense items.", "label": "Other Nonoperating Income and Expense [Text Block]", "terseLabel": "OTHER INCOME (EXPENSE), NET" } } }, "localname": "OtherNonoperatingIncomeAndExpenseTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENET" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r86" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "weight": 1.0 }, "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Other income (expense), net", "totalLabel": "Other income (expense), net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherReceivablesGrossCurrent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allowance, of receivables classified as other, due within one year or the operating cycle, if longer.", "label": "Other Receivables, Gross, Current", "terseLabel": "Receivables from marketing affiliates, gross, current" } } }, "localname": "OtherReceivablesGrossCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForOtherTaxes": { "auth_ref": [ "r104" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for taxes classified as other.", "label": "Payments for Other Taxes", "terseLabel": "Payments for estimated probable taxes owed for prior tax years" } } }, "localname": "PaymentsForOtherTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r97" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedLabel": "Payments for repurchase of common stock" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "auth_ref": [ "r99" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.", "label": "Payments of Debt Issuance Costs", "terseLabel": "Payments of debt issuance costs" } } }, "localname": "PaymentsOfDebtIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTConvertibleSeniorNotesDetails", "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [ "r97" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to satisfy grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Payment, Tax Withholding, Share-based Payment Arrangement", "terseLabel": "Remittances of employee withholding taxes" } } }, "localname": "PaymentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesAndInterestInAffiliates": { "auth_ref": [ "r92" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a controlling interest in another entity or an entity that is related to it but not strictly controlled (for example, an unconsolidated subsidiary, affiliate, joint venture or equity method investment).", "label": "Payments to Acquire Businesses and Interest in Affiliates", "negatedLabel": "Acquisitions and other investments, net of cash acquired" } } }, "localname": "PaymentsToAcquireBusinessesAndInterestInAffiliates", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r92" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "terseLabel": "Payments to acquire businesses, net of cash acquired" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireInvestments": { "auth_ref": [ "r94" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the purchase of all investments (debt, security, other) during the period.", "label": "Payments to Acquire Investments", "negatedTerseLabel": "Purchase of investments" } } }, "localname": "PaymentsToAcquireInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireOtherInvestments": { "auth_ref": [ "r94" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to acquire investments classified as other.", "label": "Payments to Acquire Other Investments", "terseLabel": "Payments to Acquire Other Investments" } } }, "localname": "PaymentsToAcquireOtherInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r93" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Additions to property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock": { "auth_ref": [ "r405", "r407", "r413", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r423", "r428" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for retirement benefits.", "label": "Retirement Benefits [Text Block]", "terseLabel": "BENEFIT PLANS" } } }, "localname": "PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/BENEFITPLANS" ], "xbrltype": "textBlockItemType" }, "us-gaap_PerformanceSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement awarded for meeting performance target.", "label": "Performance Shares [Member]", "terseLabel": "Performance Share Units" } } }, "localname": "PerformanceSharesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r432", "r463" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PrepaidExpenseCurrent": { "auth_ref": [ "r4", "r8", "r285", "r286" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Expense, Current", "terseLabel": "Prepaid expenses, net (Allowance for expected credit losses of $22 and $6, respectively)" } } }, "localname": "PrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidTaxes": { "auth_ref": [ "r5", "r8", "r284", "r286" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for income and other taxes that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Taxes", "terseLabel": "Prepaid Taxes" } } }, "localname": "PrepaidTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PriorPeriodReclassificationAdjustmentDescription": { "auth_ref": [ "r0" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error.", "label": "Reclassification, Comparability Adjustment [Policy Text Block]", "terseLabel": "Change in Presentation and Reclassification" } } }, "localname": "PriorPeriodReclassificationAdjustmentDescription", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r95" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Proceeds from the issuance of long-term debt" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r95", "r126" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "terseLabel": "Proceeds from borrowings under credit facility" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromMaturitiesPrepaymentsAndCallsOfAvailableForSaleSecurities": { "auth_ref": [ "r89", "r90", "r244" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from maturity, prepayment and call of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Proceeds from Maturities, Prepayments and Calls of Debt Securities, Available-for-sale", "terseLabel": "Proceeds from maturities of debt securities" } } }, "localname": "ProceedsFromMaturitiesPrepaymentsAndCallsOfAvailableForSaleSecurities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromPaymentsForOtherFinancingActivities": { "auth_ref": [ "r96", "r100", "r131" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities classified as other.", "label": "Proceeds from (Payments for) Other Financing Activities", "terseLabel": "Other financing activities" } } }, "localname": "ProceedsFromPaymentsForOtherFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleAndMaturityOfMarketableSecurities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the aggregate amount received by the entity through sale or maturity of marketable securities (held-to-maturity or available-for-sale) during the period.", "label": "Proceeds from Sale and Maturity of Marketable Securities", "terseLabel": "Proceeds from sale and maturity of marketable securities" } } }, "localname": "ProceedsFromSaleAndMaturityOfMarketableSecurities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleMaturityAndCollectionsOfInvestments": { "auth_ref": [ "r91" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the sale, maturity and collection of all investments such as debt, security and so forth during the period.", "label": "Proceeds from Sale, Maturity and Collection of Investments", "terseLabel": "Proceeds from sale and maturity of investments" } } }, "localname": "ProceedsFromSaleMaturityAndCollectionsOfInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfAvailableForSaleSecuritiesDebt": { "auth_ref": [ "r89", "r90", "r244" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from sale of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Proceeds from Sale of Debt Securities, Available-for-sale", "terseLabel": "Cash realized from the sales and maturities of investments in debt securities" } } }, "localname": "ProceedsFromSaleOfAvailableForSaleSecuritiesDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromShortTermDebt": { "auth_ref": [ "r95" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Proceeds from Short-term Debt", "terseLabel": "Proceeds from revolving credit facility and short-term borrowings" } } }, "localname": "ProceedsFromShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductConcentrationRiskMember": { "auth_ref": [ "r181" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues during the period from a specified product are to a specified benchmark, such as total net revenues, segment revenues or product line revenues. May also reflect the percentage contribution the product made to operating results. Risk is materially adverse effects of a loss of sales of a significant product or line of products, which could occur upon loss of rights to sell, distribute or license others; loss of patent or copyright protection; or technological obsolescence.", "label": "Product Concentration Risk [Member]", "terseLabel": "Product Concentration Risk" } } }, "localname": "ProductConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProjectMember": { "auth_ref": [ "r668" ], "lang": { "en-us": { "role": { "documentation": "Planned program of work.", "label": "Project [Domain]", "terseLabel": "Project [Domain]" } } }, "localname": "ProjectMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESBuildingConstructionDetails", "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]", "terseLabel": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentAdditions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of acquisition of long-lived, physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Additions", "terseLabel": "Additions to capitalized website development" } } }, "localname": "PropertyPlantAndEquipmentAdditions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r36", "r315" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Property, Plant and Equipment, Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r318", "r745", "r746", "r747" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "PROPERTY AND EQUIPMENT, NET" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNET" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r35", "r313" ], "calculation": { "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r14", "r15", "r315", "r698" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r34", "r117", "r315", "r745", "r746" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r14", "r315" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r14", "r313" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Estimated Useful Lives (years)" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r79", "r271" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.", "label": "Accounts Receivable, Credit Loss Expense (Reversal)", "terseLabel": "Accounts receivable, credit loss expense", "verboseLabel": "Provision charged to earnings" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails", "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSSummaryoftheActivityoftheAllowanceforExpectedCreditLossesonReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProvisionForOtherCreditLosses": { "auth_ref": [ "r106", "r680" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense related to credit loss from transactions other than loan and lease transactions.", "label": "Provision for Other Credit Losses", "terseLabel": "Provision for other credit losses" } } }, "localname": "ProvisionForOtherCreditLosses", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReceivablesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Receivables [Abstract]", "terseLabel": "Receivables [Abstract]" } } }, "localname": "ReceivablesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodBeforeTaxAttributableToParent": { "auth_ref": [ "r65" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossBeforeTaxPortionAttributableToParent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of reclassification adjustments of other comprehensive income (loss) attributable to parent.", "label": "Reclassification from AOCI, Current Period, before Tax, Attributable to Parent", "negatedTerseLabel": "Amounts reclassified to net income" } } }, "localname": "ReclassificationFromAociCurrentPeriodBeforeTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent": { "auth_ref": [ "r65", "r73" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails_1": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss) attributable to parent.", "label": "Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent", "negatedTotalLabel": "Amounts reclassified to net income" } } }, "localname": "ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodTax": { "auth_ref": [ "r63", "r66" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": 2.0, "parentTag": "us-gaap_ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) of reclassification adjustment from accumulated other comprehensive income (loss).", "label": "Reclassification from AOCI, Current Period, Tax", "terseLabel": "Amounts reclassified to net income" } } }, "localname": "ReclassificationFromAociCurrentPeriodTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RedeemableConvertiblePreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of type or class of redeemable convertible preferred stock. Convertible redeemable preferred stock possess conversion and redemption features. The stock has redemption features that are outside the control of the issuer.", "label": "Redeemable Convertible Preferred Stock [Member]", "terseLabel": "Redeemable convertible preferred stock" } } }, "localname": "RedeemableConvertiblePreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RepaymentsOfConvertibleDebt": { "auth_ref": [ "r98" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.", "label": "Repayments of Convertible Debt", "negatedLabel": "Payments for conversion of debt" } } }, "localname": "RepaymentsOfConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfLinesOfCredit": { "auth_ref": [ "r98", "r126" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Repayments of Lines of Credit", "terseLabel": "Repayments of borrowings under credit facility" } } }, "localname": "RepaymentsOfLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfShortTermDebt": { "auth_ref": [ "r98" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Repayments of Short-term Debt", "negatedTerseLabel": "Repayments of revolving credit facility and short-term borrowings" } } }, "localname": "RepaymentsOfShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReportingUnitAxis": { "auth_ref": [ "r296", "r297" ], "lang": { "en-us": { "role": { "documentation": "Information by reporting unit.", "label": "Reporting Unit [Axis]", "terseLabel": "Reporting Unit [Axis]" } } }, "localname": "ReportingUnitAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReportingUnitDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Level of reporting at which goodwill is tested for impairment.", "label": "Reporting Unit [Domain]", "terseLabel": "Reporting Unit [Domain]" } } }, "localname": "ReportingUnitDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchMember": { "auth_ref": [ "r505" ], "lang": { "en-us": { "role": { "documentation": "Research tax credit carryforwards arising from certain qualifying expenditures incurred to develop new products and processes.", "label": "Research Tax Credit Carryforward [Member]", "terseLabel": "Research Tax Credit Carryforward" } } }, "localname": "ResearchMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r2", "r12", "r109", "r115" ], "calculation": { "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESReconciliationofCashandCashEquivalentsandRestrictedCashandCashEquivalentsDetails": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents, Current", "terseLabel": "Restricted cash and cash equivalents included in \"Other current assets\"" } } }, "localname": "RestrictedCashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESReconciliationofCashandCashEquivalentsandRestrictedCashandCashEquivalentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of cash and cash equivalent. Cash is currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents [Domain]", "terseLabel": "Cash and Cash Equivalents [Domain]" } } }, "localname": "RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r164" ], "lang": { "en-us": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "terseLabel": "Restricted Stock" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted Stock Units" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RestructuringAndRelatedActivitiesDisclosureTextBlock": { "auth_ref": [ "r330" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.", "label": "Restructuring and Related Activities Disclosure [Text Block]", "terseLabel": "RESTRUCTURING AND OTHER EXIT COSTS" } } }, "localname": "RestructuringAndRelatedActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestructuringAndRelatedCostExpectedCostRemaining1": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expected cost remaining for the specified restructuring cost.", "label": "Restructuring and Related Cost, Expected Cost Remaining", "terseLabel": "Estimated additional restructuring expenses" } } }, "localname": "RestructuringAndRelatedCostExpectedCostRemaining1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCharges": { "auth_ref": [ "r107", "r319", "r324", "r327" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 7.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.", "label": "Restructuring Charges", "terseLabel": "Restructuring and other exit costs" } } }, "localname": "RestructuringCharges", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCostAndReserveLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Restructuring Cost and Reserve [Line Items]", "terseLabel": "Restructuring Cost and Reserve [Line Items]" } } }, "localname": "RestructuringCostAndReserveLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringReserveCurrent": { "auth_ref": [ "r319", "r326" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of known and estimated obligations associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, which are expected to be paid in the next twelve months or in the normal operating cycle if longer. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, relocating employees, and costs associated with an ongoing benefit arrangement, but excludes costs associated with the retirement of a long-lived asset.", "label": "Restructuring Reserve, Current", "terseLabel": "Restructuring liabilities" } } }, "localname": "RestructuringReserveCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r26", "r367", "r471", "r696", "r716", "r721" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r133", "r134", "r135", "r138", "r146", "r148", "r265", "r468", "r469", "r470", "r514", "r515", "r712", "r714" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings", "verboseLabel": "Retained Earnings" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]", "terseLabel": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r118", "r384", "r385", "r386", "r387", "r388", "r389", "r390", "r391", "r404" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r376", "r377", "r378", "r379", "r380", "r381", "r382", "r383", "r395", "r404" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "REVENUE" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUE" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromExternalCustomersByGeographicAreasTableTextBlock": { "auth_ref": [ "r226" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.", "label": "Revenue from External Customers by Geographic Areas [Table Text Block]", "terseLabel": "Geographic information on revenues" } } }, "localname": "RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenuePerformanceObligationDescriptionOfTiming": { "auth_ref": [ "r377" ], "lang": { "en-us": { "role": { "documentation": "Description of timing for satisfying performance obligation in contract with customer. Includes, but is not limited to, as services are rendered, and upon shipment, delivery or completion of service.", "label": "Revenue, Performance Obligation, Description of Timing", "terseLabel": "Time period from the reservation date that performance obligations are expected to be completed" } } }, "localname": "RevenuePerformanceObligationDescriptionOfTiming", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUESummaryoftheActivityofDeferredRevenueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r75", "r120", "r192", "r193", "r211", "r216", "r217", "r223", "r224", "r229", "r259", "r585", "r686" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "negatedTerseLabel": "Revenues", "terseLabel": "Revenues", "verboseLabel": "Total revenues" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails", "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenuesFromExternalCustomersAndLongLivedAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenues from External Customers and Long-Lived Assets [Line Items]", "terseLabel": "Geographic Information" } } }, "localname": "RevenuesFromExternalCustomersAndLongLivedAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r619", "r624" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Operating lease assets obtained in exchange for lease liabilities" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESSupplementalCashFlowInformationRelatedToOperatingLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesRevenueNetMember": { "auth_ref": [ "r182", "r229" ], "lang": { "en-us": { "role": { "documentation": "Revenue from sale of product and rendering of service and other sources of income, when it serves as benchmark in concentration of risk calculation.", "label": "Revenue Benchmark [Member]", "terseLabel": "Revenue Benchmark" } } }, "localname": "SalesRevenueNetMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUEDisaggregationofRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTable": { "auth_ref": [ "r52" ], "lang": { "en-us": { "role": { "documentation": "Schedule itemizing specific types of trade accounts and notes receivable, and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table]", "terseLabel": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table]" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCOUNTSRECEIVABLEANDOTHERFINANCIALASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r65", "r597", "r598" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accumulated other comprehensive income (loss).", "label": "Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "verboseLabel": "Balances of accumulated other comprehensive income (loss) by component" } } }, "localname": "ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r529", "r530" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfCashAndCashEquivalentsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of cash and cash equivalents.", "label": "Schedule of Cash and Cash Equivalents [Table Text Block]", "terseLabel": "Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents" } } }, "localname": "ScheduleOfCashAndCashEquivalentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r510" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Income tax expense (benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r47", "r125", "r363", "r364", "r365", "r366", "r602", "r603", "r605", "r688" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "terseLabel": "Summary of interest expenses" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.", "label": "Schedule of Debt [Table Text Block]", "terseLabel": "Schedule of outstanding debt" } } }, "localname": "ScheduleOfDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r501" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Tax effects of temporary differences that give rise to significant portions of deterred tax assets and liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsTextBlock": { "auth_ref": [ "r546", "r548", "r549", "r551", "r552", "r557", "r559", "r563", "r565" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.", "label": "Schedule of Derivative Instruments [Table Text Block]", "terseLabel": "Schedule of derivative instruments" } } }, "localname": "ScheduleOfDerivativeInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r484" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of effective income tax rate reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r301", "r304", "r660" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets by Major Class [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r301", "r304" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Intangible assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTable": { "auth_ref": [ "r295", "r298" ], "lang": { "en-us": { "role": { "documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.", "label": "Schedule of Goodwill [Table]", "terseLabel": "Schedule of Goodwill [Table]" } } }, "localname": "ScheduleOfGoodwillTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r295", "r298" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfInvestmentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Schedule of Investments [Line Items]", "terseLabel": "Schedule of Investments [Line Items]" } } }, "localname": "ScheduleOfInvestmentsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfInvestmentsTable": { "auth_ref": [ "r725" ], "lang": { "en-us": { "role": { "documentation": "A container table for all schedule of investment items. It ties in the \"Legal Entity [Axis]\" to all of its contained line items.", "label": "Schedule of Investments [Table]", "terseLabel": "Schedule of Investments [Table]" } } }, "localname": "ScheduleOfInvestmentsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfNonvestedPerformanceBasedUnitsActivityTableTextBlock": { "auth_ref": [ "r444" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the changes in outstanding nonvested performance-based units.", "label": "Schedule of Nonvested Performance-based Units Activity [Table Text Block]", "terseLabel": "Activity of performance share units" } } }, "localname": "ScheduleOfNonvestedPerformanceBasedUnitsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of non-operating income or non-operating expense that may include amounts earned from dividends, interest on securities, gains (losses) on securities sold, equity earnings of unconsolidated affiliates, net gain (loss) on sales of business, interest expense and other miscellaneous income or expense items.", "label": "Schedule of Other Nonoperating Income (Expense) [Table Text Block]", "terseLabel": "Components of other income (expense), net" } } }, "localname": "ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/OTHERINCOMEEXPENSENETTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r36", "r315" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONPropertyandEquipmentExcludingCapitalizedSoftwareandOperatingLeaseAssetsbyGeographicAreaDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTable": { "auth_ref": [ "r321", "r322", "r325" ], "lang": { "en-us": { "role": { "documentation": "Table presenting the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and the amount of and periodic changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost by type of restructuring.", "label": "Schedule of Restructuring and Related Costs [Table]", "terseLabel": "Schedule of Restructuring and Related Costs [Table]" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/RESTRUCTURINGANDOTHEREXITCOSTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable": { "auth_ref": [ "r75", "r228" ], "lang": { "en-us": { "role": { "documentation": "Schedule of material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.", "label": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]", "terseLabel": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]" } } }, "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATIONGeographicInformationonRevenuesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r432", "r463" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock": { "auth_ref": [ "r438" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the number and weighted-average grant date fair value for restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock units that were granted, vested, or forfeited during the year.", "label": "Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]", "terseLabel": "Activity of restricted stock units" } } }, "localname": "ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r438", "r449", "r452" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Activity of outstanding stock options" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r454" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Assumptions used to value option grants" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfTreasuryStockByClassTextBlock": { "auth_ref": [ "r368", "r369", "r370", "r371" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of treasury stock, including, but not limited to, average cost per share, description of share repurchase program, shares repurchased, shares held for each class of treasury stock.", "label": "Class of Treasury Stock [Table Text Block]", "terseLabel": "Summary of stock repurchase activities" } } }, "localname": "ScheduleOfTreasuryStockByClassTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfWeightedAverageNumberOfSharesTableTextBlock": { "auth_ref": [ "r165" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the weighted average number of shares used in calculating basic net earnings per share (or unit) and diluted earnings per share (or unit).", "label": "Schedule of Weighted Average Number of Shares [Table Text Block]", "terseLabel": "Reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share" } } }, "localname": "ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/NETINCOMEPERSHARETables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": { "auth_ref": [ "r304" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.", "label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]", "terseLabel": "Annual estimated amortization expense for intangible assets for the next five years and thereafter" } } }, "localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [ "r188", "r192", "r193", "r194", "r195", "r196", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r211", "r212", "r213", "r214", "r215", "r216", "r217", "r218", "r219", "r221", "r229", "r705" ], "lang": { "en-us": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]", "terseLabel": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r188", "r190", "r191", "r201", "r204", "r215", "r219", "r220", "r221", "r222", "r223", "r228", "r229", "r230" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "GEOGRAPHIC INFORMATION" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GEOGRAPHICINFORMATION" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "auth_ref": [ "r117", "r205", "r206", "r207", "r208", "r209", "r210", "r224" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for segment reporting.", "label": "Segment Reporting, Policy [Policy Text Block]", "terseLabel": "Segment Reporting" } } }, "localname": "SegmentReportingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SeniorNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bond that takes priority over other debt securities sold by the issuer. In the event the issuer goes bankrupt, senior debt holders receive priority for (must receive) repayment prior to (relative to) junior and unsecured (general) creditors.", "label": "Senior Notes [Member]", "terseLabel": "Senior Notes" } } }, "localname": "SeniorNotesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTOtherLongtermDebtDetails", "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongTermDebtDetails", "http://www.bookingholdings.com/role/DEBTSummaryofInterestExpensesRelatedtoOtherLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r433" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r443" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r448" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Forfeited (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r446" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r446" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r445" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Unvested, end of period (in shares)", "periodStartLabel": "Unvested, beginning of period (in shares)", "terseLabel": "Unvested units (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r445" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Unvested, end of period (in dollars per share)", "periodStartLabel": "Unvested, beginning of period (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted-average\u00a0Grant-date\u00a0Fair\u00a0Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r447" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue": { "auth_ref": [ "r451" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of share-based awards for which the grantee gained the right by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value", "terseLabel": "Aggregate fair value of performance share units and restricted stock units vested during the period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r447" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Expected dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r456" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Expected stock price volatility" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "verboseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant", "terseLabel": "Shares available to be issued under the plan (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Weighted-average Remaining Contractual Term (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r441" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Exercisable, (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r441" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Exercisable (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r451" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Aggregate intrinsic value of stock options exercised" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Number of stock options granted", "verboseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r450" ], "lang": { "en-us": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted-average grant-date fair value per option (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r463" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "verboseLabel": "Balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r440", "r463" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Balance, end of period (in shares)", "periodStartLabel": "Balance, beginning of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Number of Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r439" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Balance, end of period (in dollars per share)", "periodStartLabel": "Balance, beginning of period (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted-average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardPlanModificationIncrementalCompensationCost": { "auth_ref": [ "r461" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "An excess of the fair value of the modified award over the fair value of the award immediately before the modification.", "label": "Share-based Payment Arrangement, Plan Modification, Incremental Cost", "terseLabel": "Additional stock-based compensation expense to be recognized over the remaining requisite service period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPlanModificationIncrementalCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r430", "r435" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofEstimatedVestingofPerformanceShareUnitsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofPerformanceShareUnitsforEmployeesDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryoftheActivityofRestrictedStockUnitsforEmployeesandNonEmployeeDirectorsDetails", "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Exercised (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "terseLabel": "Forfeited (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r117", "r432", "r437" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ShareRepurchaseProgramAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by share repurchase program.", "label": "Share Repurchase Program [Axis]", "terseLabel": "Share Repurchase Program [Axis]" } } }, "localname": "ShareRepurchaseProgramAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails", "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareRepurchaseProgramDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the share repurchase program.", "label": "Share Repurchase Program [Domain]", "terseLabel": "Share Repurchase Program [Domain]" } } }, "localname": "ShareRepurchaseProgramDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails", "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract]", "terseLabel": "Aggregate Intrinsic Value (in millions)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r434" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Grant term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r455", "r472" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected term in years" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONWeightedAverageAssumptionsUsedtoValueOptionsGrantedDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r463" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value", "terseLabel": "Exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of non-vested options forfeited.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares", "negatedTerseLabel": "Forefeited, (in shares)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r453" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "verboseLabel": "Balance" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharesPaidForTaxWithholdingForShareBasedCompensation": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares used to settle grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation", "verboseLabel": "General authorization for shares withheld on stock award vesting (in shares)" } } }, "localname": "SharesPaidForTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermDebtTypeAxis": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "Information by type of short-term debt arrangement.", "label": "Short-term Debt, Type [Axis]", "terseLabel": "Short-term Debt, Type [Axis]" } } }, "localname": "ShortTermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtTypeDomain": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "Type of short-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing.", "label": "Short-term Debt, Type [Domain]", "terseLabel": "Short-term Debt, Type [Domain]" } } }, "localname": "ShortTermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTScheduleofOutstandingDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShortTermInvestmentsMember": { "auth_ref": [ "r737", "r738", "r739", "r740" ], "lang": { "en-us": { "role": { "documentation": "Investments which are not otherwise included in another category or item that the entity has the intent to sell or dispose of within one year from the date of the balance sheet.", "label": "Short-term Investments [Member]", "terseLabel": "Short-term Investments" } } }, "localname": "ShortTermInvestmentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SoftwareDevelopmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Internally developed software for sale, licensing or long-term internal use.", "label": "Software Development [Member]", "terseLabel": "Capitalized software" } } }, "localname": "SoftwareDevelopmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.bookingholdings.com/role/PROPERTYANDEQUIPMENTNETNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StandbyLettersOfCreditMember": { "auth_ref": [ "r343", "r349", "r537", "r724" ], "lang": { "en-us": { "role": { "documentation": "An irrevocable undertaking (typically by a financial institution) to guarantee payment of a specified financial obligation.", "label": "Standby Letters of Credit [Member]", "terseLabel": "Standby Letters of Credit" } } }, "localname": "StandbyLettersOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherContractualObligationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalIncomeTaxExpenseBenefitContinuingOperations": { "auth_ref": [ "r121", "r483", "r517" ], "calculation": { "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of state and local current and deferred income tax expense (benefit) attributable to continuing operations.", "label": "State and Local Income Tax Expense (Benefit), Continuing Operations", "totalLabel": "U.S. State" } } }, "localname": "StateAndLocalIncomeTaxExpenseBenefitContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State and Local Jurisdiction" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r1", "r188", "r192", "r193", "r194", "r195", "r196", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r211", "r212", "r213", "r214", "r215", "r216", "r217", "r218", "r219", "r221", "r229", "r295", "r317", "r320", "r328", "r705" ], "lang": { "en-us": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/REVENUELoyaltyandOtherIncentiveProgramsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r22", "r23", "r24", "r119", "r120", "r152", "r156", "r159", "r161", "r163", "r173", "r174", "r175", "r259", "r362", "r585" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COVERPAGE" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r51", "r133", "r134", "r135", "r138", "r146", "r148", "r172", "r265", "r362", "r367", "r468", "r469", "r470", "r514", "r515", "r592", "r593", "r594", "r595", "r596", "r598", "r712", "r713", "r714" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSPARENTHETICAL" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]", "terseLabel": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]", "terseLabel": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r133", "r134", "r135", "r172", "r659" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSPARENTHETICAL" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r112", "r113", "r114" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Stock Issued", "terseLabel": "Shares restricted for trading purposes" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r23", "r24", "r367" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Common stock issued in an acquisition (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensationGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number, before forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture", "terseLabel": "Exercise of stock options and vesting of restricted stock units and performance share units (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesShareBasedCompensationGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r23", "r24", "r362", "r367", "r442" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Exercised (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONSummaryofActivityforStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r51", "r362", "r367" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Common stock issued in an acquisition" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACQUISITIONSDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensationGross": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value, before forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture", "terseLabel": "Exercise of stock options and vesting of restricted stock units and performance share units" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensationGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramAuthorizedAmount1": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stock repurchase plan authorized.", "label": "Stock Repurchase Program, Authorized Amount", "terseLabel": "Amount of common stock repurchases authorized" } } }, "localname": "StockRepurchaseProgramAuthorizedAmount1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount remaining of a stock repurchase plan authorized.", "label": "Stock Repurchase Program, Remaining Authorized Repurchase Amount", "terseLabel": "Remaining authorization to repurchase common stock" } } }, "localname": "StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedDuringPeriodShares": { "auth_ref": [ "r23", "r24", "r362", "r367" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Shares", "terseLabel": "Shares repurchased (in shares)" } } }, "localname": "StockRepurchasedDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r24", "r28", "r29", "r120", "r240", "r259", "r585" ], "calculation": { "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Balance, end of period", "periodStartLabel": "Balance, beginning of period", "terseLabel": "Equity", "totalLabel": "Total stockholders' equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders' equity:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_SubleaseIncome": { "auth_ref": [ "r617", "r624" ], "calculation": { "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseCost", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of sublease income excluding finance and operating lease expense.", "label": "Sublease Income", "negatedTerseLabel": "Less: Sublease income" } } }, "localname": "SubleaseIncome", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r599", "r627" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r599", "r627" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r599", "r627" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SummaryOfIncomeTaxContingenciesTextBlock": { "auth_ref": [ "r487", "r495", "r497" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other income tax contingencies. Includes, but is not limited to, interest and penalties, reconciliation of unrecognized tax benefits, unrecognized tax benefits that would affect the effective tax rate, tax years that remain subject to examination by tax jurisdictions, and information about positions for which it is reasonably possible that amounts unrecognized will significantly change within 12 months.", "label": "Summary of Income Tax Contingencies [Table Text Block]", "terseLabel": "Reconciliation of unrecognized tax benefits" } } }, "localname": "SummaryOfIncomeTaxContingenciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "SUPPLEMENTAL CASH FLOW INFORMATION:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_TaxAndCustomsAdministrationNetherlandsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government of the Netherlands.", "label": "Tax and Customs Administration, Netherlands [Member]", "terseLabel": "The Netherlands" } } }, "localname": "TaxAndCustomsAdministrationNetherlandsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESEffectiveIncomeTaxRateReconciliationDetails", "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TaxCreditCarryforwardAmount": { "auth_ref": [ "r504" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Tax Credit Carryforward, Amount", "terseLabel": "Tax credit carryforward" } } }, "localname": "TaxCreditCarryforwardAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxCreditCarryforwardAxis": { "auth_ref": [ "r505" ], "lang": { "en-us": { "role": { "documentation": "Information by specific tax credit related to an unused tax credit.", "label": "Tax Credit Carryforward [Axis]", "terseLabel": "Tax Credit Carryforward [Axis]" } } }, "localname": "TaxCreditCarryforwardAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardNameDomain": { "auth_ref": [ "r505" ], "lang": { "en-us": { "role": { "documentation": "The name of the tax credit carryforward.", "label": "Tax Credit Carryforward, Name [Domain]", "terseLabel": "Tax Credit Carryforward, Name [Domain]" } } }, "localname": "TaxCreditCarryforwardNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TaxCutsAndJobsActOf2017MeasurementPeriodAdjustmentIncomeTaxExpenseBenefit": { "auth_ref": [ "r524" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of income tax expense (benefit) for measurement period adjustment from accounting for tax effect pursuant to Tax Cuts and Jobs Act.", "label": "Tax Cuts and Jobs Act, Measurement Period Adjustment, Income Tax Expense (Benefit)", "negatedLabel": "Income tax benefit recorded to adjust the provisional income tax expense relating to the federal one-time deemed repatriation liability" } } }, "localname": "TaxCutsAndJobsActOf2017MeasurementPeriodAdjustmentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxCutsAndJobsActOf2017TransitionTaxForAccumulatedForeignEarningsLiabilityNoncurrent": { "auth_ref": [ "r528" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax liability from transition tax on accumulated earnings of controlled foreign corporation deemed repatriated pursuant to Tax Cuts and Jobs Act, classified as noncurrent.", "label": "Tax Cuts and Jobs Act, Transition Tax for Accumulated Foreign Earnings, Liability, Noncurrent", "terseLabel": "Long-term U.S. transition tax liability" } } }, "localname": "TaxCutsAndJobsActOf2017TransitionTaxForAccumulatedForeignEarningsLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_TechnologyBasedIntangibleAssetsMember": { "auth_ref": [ "r531" ], "lang": { "en-us": { "role": { "documentation": "Technology-based intangible assets, including, but not limited to, patented technology, unpatented technology, and developed technology rights.", "label": "Technology-Based Intangible Assets [Member]", "terseLabel": "Technology" } } }, "localname": "TechnologyBasedIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r234", "r235", "r236", "r237", "r239", "r241" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable from Customers and Allowance for Expected Credit Losses" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TradeNamesMember": { "auth_ref": [ "r532" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a business name to gain or protect exclusive use thereof.", "label": "Trade Names [Member]", "terseLabel": "Trade names" } } }, "localname": "TradeNamesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOODWILLINTANGIBLEASSETSANDOTHERLONGLIVEDASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r249", "r250", "r628", "r629", "r630", "r631", "r632", "r633", "r634", "r635", "r636", "r637", "r638", "r639", "r640", "r641", "r642", "r643", "r644", "r645", "r646", "r647", "r648", "r649", "r650", "r651", "r652", "r653", "r654", "r655", "r656", "r657" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSInvestmentsDetails", "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSOtherFinancialAssetsandLiabilitiesDetails", "http://www.bookingholdings.com/role/INVESTMENTSNarrativeDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockMember": { "auth_ref": [ "r50", "r368" ], "lang": { "en-us": { "role": { "documentation": "Shares of an entity that have been repurchased by the entity. This stock has no voting rights and receives no dividends. Note that treasury stock may be recorded at its total cost or separately as par (or stated) value and additional paid in capital. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Treasury Stock [Member]", "terseLabel": "Treasury Stock" } } }, "localname": "TreasuryStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockShares": { "auth_ref": [ "r50", "r368" ], "lang": { "en-us": { "role": { "documentation": "Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends.", "label": "Treasury Stock, Shares", "terseLabel": "Treasury stock, shares (in shares)" } } }, "localname": "TreasuryStockShares", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETSPARENTHETICAL", "http://www.bookingholdings.com/role/TREASURYSTOCKNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockSharesAcquired": { "auth_ref": [ "r24", "r362", "r367" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and are being held in treasury.", "label": "Treasury Stock, Shares, Acquired", "negatedLabel": "Repurchase of common stock (in shares)", "verboseLabel": "Repurchases (in shares)" } } }, "localname": "TreasuryStockSharesAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockTextBlock": { "auth_ref": [ "r372" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for treasury stock, including, but not limited to, average cost per share, description of share repurchase program, shares repurchased, shares held for each class of treasury stock.", "label": "Treasury Stock [Text Block]", "terseLabel": "TREASURY STOCK" } } }, "localname": "TreasuryStockTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/TREASURYSTOCK" ], "xbrltype": "textBlockItemType" }, "us-gaap_TreasuryStockValue": { "auth_ref": [ "r50", "r368", "r371" ], "calculation": { "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.", "label": "Treasury Stock, Value", "negatedLabel": "Treasury stock, 22,446,897 and 21,762,070 shares, respectively" } } }, "localname": "TreasuryStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_TreasuryStockValueAcquiredCostMethod": { "auth_ref": [ "r362", "r367", "r368" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the cost of common and preferred stock that were repurchased during the period. Recorded using the cost method.", "label": "Treasury Stock, Value, Acquired, Cost Method", "negatedLabel": "Repurchase of common stock", "verboseLabel": "Repurchases" } } }, "localname": "TreasuryStockValueAcquiredCostMethod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.bookingholdings.com/role/TREASURYSTOCKSummaryofStockRepurchaseActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TypeOfAdoptionMember": { "auth_ref": [ "r137", "r138", "r139", "r140", "r262", "r263", "r264", "r265", "r266", "r267", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r512", "r513", "r514", "r515", "r661", "r662", "r663", "r710", "r711", "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720", "r721" ], "lang": { "en-us": { "role": { "documentation": "Amendment to accounting standards.", "label": "Accounting Standards Update [Domain]", "terseLabel": "Type of Adoption [Domain]" } } }, "localname": "TypeOfAdoptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/ACCUMULATEDOTHERCOMPREHENSIVEINCOMELOSSBYCOMPONENTDetails", "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_USGovernmentDebtSecuritiesMember": { "auth_ref": [ "r687" ], "lang": { "en-us": { "role": { "documentation": "Debt securities issued by the United States government.", "label": "US Government Debt Securities [Member]", "terseLabel": "U.S. government securities" } } }, "localname": "USGovernmentDebtSecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/FAIRVALUEMEASUREMENTSFinancialAssetsandLiabilitiesCarriedatFairValueDetails", "http://www.bookingholdings.com/role/INVESTMENTSSummaryofInvestmentsbyMajorSecurityTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnfavorableRegulatoryActionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A enacted or proposed action, ruling or regulation that is likely to or possibly will have an adverse effect on the entity's financial position or results of operations, excluding tax matters.", "label": "Unfavorable Regulatory Action [Member]", "terseLabel": "E.U. General Data Protection Regulation Rulings" } } }, "localname": "UnfavorableRegulatoryActionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESOtherMattersDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r478", "r490" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Unrecognized tax benefit \u2014 December\u00a031", "periodStartLabel": "Unrecognized tax benefit \u2014 January\u00a01", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/COMMITMENTSANDCONTINGENCIESTaxMattersDetails", "http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r491" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedLabel": "Gross decreases \u2014 tax positions in prior periods" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities": { "auth_ref": [ "r493" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from settlements with taxing authorities.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities", "negatedTerseLabel": "Reduction due to settlements during the current period" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued": { "auth_ref": [ "r486" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued", "terseLabel": "Gross interest and penalties accrued" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r492" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Gross increases \u2014 tax positions in current period" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r491" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Gross increases \u2014 tax positions in prior periods" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations": { "auth_ref": [ "r494" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations.", "label": "Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations", "negatedTerseLabel": "Reduction due to lapse in statute of limitations" } } }, "localname": "UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESReconciliationofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnusualOrInfrequentItemAxis": { "auth_ref": [ "r87" ], "lang": { "en-us": { "role": { "documentation": "Information by an event or transaction that is unusual in nature or infrequent in occurrence, or both.", "label": "Unusual or Infrequent Item, or Both [Axis]", "terseLabel": "Unusual or Infrequent Item, or Both [Axis]" } } }, "localname": "UnusualOrInfrequentItemAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "stringItemType" }, "us-gaap_UnusualOrInfrequentItemDomain": { "auth_ref": [ "r87" ], "lang": { "en-us": { "role": { "documentation": "Event or transaction that is unusual in nature or infrequent in occurrence, or both.", "label": "Unusual or Infrequent Item, or Both [Domain]", "terseLabel": "Unusual or Infrequent Item, or Both [Domain]" } } }, "localname": "UnusualOrInfrequentItemDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnusualOrInfrequentItemLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Unusual or Infrequent Item, or Both [Line Items]", "terseLabel": "Unusual or Infrequent Item, or Both [Line Items]" } } }, "localname": "UnusualOrInfrequentItemLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "stringItemType" }, "us-gaap_UnusualOrInfrequentItemTable": { "auth_ref": [ "r87" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about the nature and financial statement effect of an event or transaction that is unusual in nature or infrequent in occurrence, or both.", "label": "Unusual or Infrequent Item, or Both [Table]", "terseLabel": "Unusual or Infrequent Item, or Both [Table]" } } }, "localname": "UnusualOrInfrequentItemTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/GOVERNMENTGRANTSANDOTHERASSISTANCEDetails" ], "xbrltype": "stringItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r177", "r178", "r179", "r180", "r184", "r185", "r186" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceByDeferredTaxAssetAxis": { "auth_ref": [ "r500" ], "lang": { "en-us": { "role": { "documentation": "Information by type of deferred tax consequences attributable to deductible temporary differences.", "label": "Valuation Allowance by Deferred Tax Asset [Axis]", "terseLabel": "Valuation Allowance by Deferred Tax Asset [Axis]" } } }, "localname": "ValuationAllowanceByDeferredTaxAssetAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableLeaseCost": { "auth_ref": [ "r616", "r624" ], "calculation": { "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases.", "label": "Variable Lease, Cost", "terseLabel": "Variable lease expense" } } }, "localname": "VariableLeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/LEASESOperatingLeasesRecognizedintheStatementofOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/DEBTRevolvingCreditFacilityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r151", "r163" ], "calculation": { "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted-average number of diluted common shares outstanding (in 000's)", "totalLabel": "Weighted-average number of diluted common and common equivalent shares outstanding" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r149", "r163" ], "calculation": { "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted-average number of basic common shares outstanding (in 000's)", "verboseLabel": "Weighted-average number of basic common shares outstanding" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.bookingholdings.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.bookingholdings.com/role/NETINCOMEPERSHAREDetails" ], "xbrltype": "sharesItemType" } }, "unitCount": 13 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6911-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3521-108585" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3044-108585" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6935-107765" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4273-108586" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4297-108586" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4304-108586" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4313-108586" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4332-108586" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=SL98516268-108586" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18726-107790" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(12))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r132": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21914-107793" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21930-107793" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21711-107793" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21728-107793" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1377-109256" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1505-109256" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1252-109256" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1707-109256" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1757-109256" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "28A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1500-109256" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1278-109256" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1930-109256" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e2029-109256" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e2626-109256" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1337-109256" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e3842-109258" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e4984-109258" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=116846552&loc=d3e639-108305" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70191-108054" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70229-108054" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r187": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8672-108599" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8864-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "b", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4647-111522" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4428-111522" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4531-111522" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e4975-111524" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=SL6953423-111524" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5212-111524" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5033-111524" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5074-111524" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5093-111524" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r242": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "310", "URI": "http://asc.fasb.org/topic&trid=2196771" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121553693&loc=d3e26610-111562" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121553693&loc=d3e26853-111562" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27161-111563" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(aa)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27161-111563" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27161-111563" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27161-111563" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27232-111563" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=SL120269820-111563" }, "r251": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "320", "URI": "http://asc.fasb.org/topic&trid=2196928" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117546-209714" }, "r256": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "321", "URI": "http://asc.fasb.org/topic&trid=75115024" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "323", "URI": "http://asc.fasb.org/topic&trid=2196965" }, "r261": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "325", "URI": "http://asc.fasb.org/topic&trid=2197064" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599878&loc=SL82895884-210446" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919244-210447" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919253-210447" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919258-210447" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919230-210447" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121558606&loc=SL82898722-210454" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922888-210455" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922895-210455" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922900-210455" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456" }, "r283": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "326", "URI": "http://asc.fasb.org/topic&trid=82887179" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5879-108316" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5879-108316" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13777-109266" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "40", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=118172244&loc=d3e17916-109280" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=16397303&loc=d3e19379-109286" }, "r311": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r318": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3,4)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.12)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "420", "URI": "http://asc.fasb.org/topic&trid=2175745" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r333": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=99385795&loc=d3e12631-108344" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14394-108349" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14453-108349" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14472-108349" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349" }, "r342": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12021-110248" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12021-110248" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12053-110248" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12069-110248" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12069-110248" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121596127&loc=d3e12803-110250" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109126253&loc=d3e4852-112606" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=51819886&loc=SL6014347-161799" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031898-161870" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031898-161870" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6036836-161870" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6036836-161870" }, "r361": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23309-112656" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23315-112656" }, "r372": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/subtopic&trid=2208821" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130531-203044" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130532-203044" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130549-203045" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130549-203045" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048" }, "r404": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(l)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(o)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(p)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(q)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(r)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(r)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118257860&loc=d3e4179-114921" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Subparagraph": "(c)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r428": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121326096&loc=d3e4534-113899" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.2)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f(1))", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11149-113907" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11178-113907" }, "r476": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=SL37586934-109318" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32247-109318" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32280-109318" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31917-109318" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31931-109318" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32672-109319" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32705-109319" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29,30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32857-109319" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121610041&loc=d3e36027-109320" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330215-122817" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.EE.Q2(f))", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=SL116722634-122817" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r528": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5227-128473" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5263-128473" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5263-128473" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r536": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116873149&loc=d3e923-111674" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569643-111683" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579240-113959" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579245-113959" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579245-113959" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5580258-113959" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)(iii)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41620-113959" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41620-113959" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41638-113959" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5618551-113959" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5618551-113959" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624171-113959" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624171-113959" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624177-113959" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624177-113959" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "4E", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624181-113959" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41641-113959" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41675-113959" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41678-113959" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "182", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121582272&loc=SL5629052-113961" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121577467&loc=d3e76258-113986" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a),(b),(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "2C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL7498348-110258" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL6742756-110258" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=99377092&loc=SL75136599-209740" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13279-108611" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13433-108611" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13531-108611" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13537-108611" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=120240428&loc=SL75039408-165497" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=120253306&loc=d3e28228-110885" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=121605123&loc=d3e30226-110892" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=109240200&loc=d3e30690-110894" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450222&loc=d3e30840-110895" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r600": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "http://asc.fasb.org/topic&trid=2175825" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28555-108399" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=121573735&loc=d3e41499-112717" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918631-209977" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918666-209980" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e637-108580" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918701-209980" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121568110&loc=SL77918982-209971" }, "r625": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e640-108580" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e681-108580" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669686-108580" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r656": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=119991564&loc=SL119991595-234733" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "17A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL34724391-108580" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-10(a)(32))", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=120398226&loc=d3e511914-122862" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-10(c)(3)(ii)(A))", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=120398226&loc=d3e511914-122862" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-10(c)(7)(ii))", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=120398226&loc=d3e511914-122862" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6806780-109447" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL34724394-108580" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(6))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.13(3)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Subparagraph": "b.", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=121551529&loc=d3e60009-112784" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120252992&loc=d3e62557-112803" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(b)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e7054-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(3)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121643868&loc=SL117782755-158439" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117819544-158441" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e557-108580" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r714": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121641442&loc=d3e19393-158473" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99380617&loc=SL75241803-196195" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=66023616&loc=SL35737432-115832" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611133-123010" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 1))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 6))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 7))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 1))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121640130&loc=d3e1436-108581" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 6))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 7))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 1))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 6))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 7))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611197-123010" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13D(Column B)(Footnote 2))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=SL120429264-123010" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13D(Column C)(Footnote 2))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=SL120429264-123010" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column A))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column B))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column C))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column D))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491354&loc=d3e6049-115624" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491354&loc=d3e6052-115624" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(1))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r754": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r755": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r756": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r757": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r758": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r759": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r760": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r761": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r762": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r763": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r764": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r765": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6787-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(7))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(9))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(b)(4))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(a),(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114868883&loc=SL114871943-224233" }, "r88": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "220", "URI": "http://asc.fasb.org/topic&trid=2134417" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3151-108585" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6801-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" } }, "version": "2.1" } ZIP 131 0001075531-21-000019-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001075531-21-000019-xbrl.zip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
  •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

    _? MRT++9:=JPRDI@_%O&GO]TN3-!L:1R-/C33$4AU- M&/Q TF:)7/*3(ST-B'$+/5,4N-H57K)\TJVHH13,&=E MKQTZ)#O=VK^@*%(%&V]2+=@C?#@:G!J=4@U=>=F)!T+U3UATS0!HSGKH" M#POB/5P0[O!@6$LYC#>P[S(AU\/;? _?YK[V5PY%1H)AIG)O,#Q >6MPD;F9*9X40OB?R9 MY"$R;(\OABX+SPB_WD-8_OZMB8EKF$DJ[5*GC_G=H#43/#Q3,W54N0GW:"35 M9-5=\"@ZXCF8EZ/TPKE?/IB/]W&I;+70 ?916B+LN^]6;ZH3U:YZXAO(/':TT8CE:A##H$W4GZ)_PW!=E^1Z*_*?26!C&_$B9(.X)_IYZ!& M*;\5]QD+,8708L5?T5\&L)$V+2I'"WCCX380IS7A"8>N#>$YLX=!JMZ/F9QM M+CL#56U_$'0OW^'9:O77^E(*5@YN#_A+];:F,O9.$@0\"^(D])@SK\A]JV&# MFGW#"2,/X#RV=1..!G)OM.7ZS+4]GNEEB*9]H.IG"L;^H=P,:1WON/^*!,?DF MW:)?!5>XWA+6O'I;!E=I+9@"/$;^F-*\+?KN-!%)=1$8\LNZNE("L@A469=] M_?.WBOPF(3WCH*\'6/.[) R%Y7$=A2Z!GQ'7\I-9,(W^?K^*W$"K8[L7[2EP3,ZQ+\4T'E$WHMVZ2$OG((^] M?>M=X>Y*H8)0210KGU2">!!];W-2&2M*,H\#)X[+2:!ZQSC5+U%6@^W'<*PV MRDXG!" D=PJ))UXT?1ASI;P2(AWI<*/QXA@B!=QM%TY6.GTHQ<+'/I_BB;Z MO"TY?B.P7A]!,$7"Y9$T=!7)T9ROVW@*AT7QC2QOO9^#,=V.E[TKB5+9,4!H M_EX&EN@:\3# /CIVU!+.CA>TKFHC8HW[K^UC]?BC!<]>+5^XAWS <+0O:/4N$F#?(X;&A0PL9AB[H<[1;>Q$%F RA1&/!$#_57"%)J2:FMM5+:)-E"1=+^/6R/Y M4::7-XUPV<]BM9OZ$F<]-:(A_@JCP2M)MC^U*UT[1C R+0SGJI*Q6T2759_[ MZE\CSNA,(X8ZK,/7J#NY%PA*?Q&A6F?%5[2RKIFZ/WU?J,'EQS@)T;LJ1/.7#*(05F>B)N^ C*T6&AV \ ME%G>OP7J>%S'/85;T9$F0E3JE;6,5_03A,J:\#DU1#XK8@/4J*2UBHH+EC28 ML_ MB3>CE_^P2-Z_11(/(])>)H):MTQ$5\T=EY%MC_AK6&5F0PD0988<.8M[ MU79OG+TI%@Q/BN*:FAFS9;K$-FVP:8CHU;JA\O.PL-[CA;4CI4195,@K$YT* M*$-P5E'NJMRH1F0&Y4VZ]-6DW%/7^]N,!IP*"$(EJCA))BF3R9 ,F# C)(ZL M\IR.1_ETVNNG'JPR7KJV=-":LJ^=VG3)69IIMPS4;1S98GI.^#1?/"].FWV5 M:1D6Z4)@FZ")S)C5\GQTMU)&) 8+S\LSWT+O.6"OHC(NQTG&]DWN( MS(BI1 MI@HS89[^TW&_=YQDBX9U5MF:+>O-7*3@H269+FPKOF@5HU=F5B-6L[!&*%46 M)>%!7KI<0<1*\A(\'^P>O&.&X'6>5_2\V5E:_L9TS&\D"7-3AN$0O HA_7?3 MB9AIU^[K%JD_$96_:/=;9L(:3D>Q"P?*O?N(/_XR?$G8N"1.5FD"[)(L7U#H MIG793C*TVC@]L&: Y8B+F&7N4Z/AK&>2H8P)S,(U:4<8DB0U[ ZH3B=?80&J M0R7TY-$!RIX%GP9O?5=U1%#%24]D92TQD?\"_.$;<*XA[ZIIQBC_J("@P_1=["UP7!.#?=B5 M/X7?,(TANZ0(01M.P [EVT+81_G*CUYL-N-A9&[/F-+OJ@LAIZ,+/%(C1]1S M89EL\>W/94"O," BIF.V<"%.I++7"%HAQY.?/=?DFJB)*/FW8_A]TE?5ZALR MI2MF>O]$"0&2GT?:8+M0_Y1&EL*=X\3U MA8 F79-PX RD^HXS\J+<1@WQ>5X+[PUV !:E(]":?S2'NQ')#I+UCPA(6M6.^S1B6O M"!XQPQ4/83YZFU<^%8S&KEU3HDBT4E$4=KYR6)$T-PFEZ$[*8C69?)0[4194 M94QG><5GZ\L#$3SU(SP=VI+N%KQ1RWW?ON.Z^7JO73L>I\XQB_1P-$"[P_^6S M%?^/O6]O;MO(]OPJ*-WDCE1%:42]E>Q,E6(G&<],8J_MW-3L/[= HBDA!@$. M'I(YGW[/J[M/ R!%V;)%2=S:FTE$H-&/T^=]?B?ZQ:1U$[,R^#)-4GBE^8A8 MTPS,+[?FF'X_6?G6],/& ^R#)!V\YR,.F99H]"J54* M>D.Q1.JRBUD[F;FF*5;CL@%F+*:5[>U'YESG;=I*^RFMW 6 O"W"HO9'+\#@ MA^U^56749-95J#FOO P+=SARBPYE.J0B6]-%8M=S%(K#B@ M5F-$D_X2D(3$04%I9+PFUE6XV8H]XS>F@#,#JGMK;$QR(@>QO?7F[8NM':88 MMN9\YT\R!9];A;1"#O4PKAT@LZ2-MCH319]"\.-F9%TT>J%)8/WFPT6*E MPJ7^AT77NN5JL%>*5\+B)$JP\+;Y6735C[S#5#%39MA5:+28:6]R)I X:Z-)I7G>+NSBKC\ ZM M0Q/XY1UPPO^W[M/ML<#Z;:0T1SHD0&TD%TF[ A9(!G?XK'?H4$LPS*7(,.67 M<'PGNK!KX-,V\H)\!T"SW,;--GM0OM6"*@01[9@L26!^D[3FWF/: RO.5R+3 M(/506CA)ZB'8XQY;AD+F%DB&4E<*%J5J8"EUG334X((7(>TII=B"!7A00.'X M6"LODCL X3Z[_N/!.51J%SDT0,P3D_Y\\R#BJ#K=ULDY3K@AX]''ZTC1@GV6 MI\3KI0HYN'A#:XG_$^!["&ED6!;>@F?>$2%GIB M.+/+G1.4X0WOTFCKB*[O:@F"2GP@.%77&5'9XNA-=?%B=)D[]LI8?G)\<'R='H M\/!H+A_,#HX^=^#@ZW//N6'Z*_.J0<)^J%I![ZCAI+X MU-9?J5W=\(>]__ZOXR*'D!I[GN=^=7 M,"S67EE@,88= H$U7TQAYN.8 M_:+\3:4XTW>#"CT]'RJ&B.LX8N^ZGA^)?PX*8_\^,3E+:BV$$H: DBD%HFIF MKC^A[I/$VF)YB4;_R%CG3[!*$6T_*L5*P]4G]N=KZ\US7=^X7C+8V6:XH#$6HJCEP=(6B.%S1 M&VW]8+_^0KVZ158Y'2:<\/!3G,F@/,=IYONN5*2["M$D7)U,?D8'*!=$569XU]]FRXS S;//V'=/UTG%*5+BOU]"X5PX5M8P43[,I^B3[MD18H O!QYO)N/ABW M%3;J8[LN^+/31]-W<9;;="LJ4V=KKTP=6F7JG^1W?^-QD-9*C5EWCG$!PK : MEZE# ,#[Z(Q;CFEH="IL^F0;WA(7H?#:7&0HYJN1P7R+G)E,OEPR]Q+"^3_Q MVLPEN@*-XB];_[7"7=P_1@..=)W_\^?XKP\JPE?6M30QD"IUD><-=81GQ39' M/]J4[\AP?_=D/HL\W9.%^?MK"Y@ M#H=.P#Q,LL]:RK0C*]-^06_QNWAB@+.^Y.9'&'K?2+8[^;QJFP,QNL<>CRO2 M]]%"SVS/'5[% ?]5KWX?]6[]]K3DIKGA*IUTU]S&YR8\=O_ ! MP[?F,D7\>$+@>,'H1S]22' OV42.RK&'SC+ UZMR8F#0O459 M54@IZWWR#W,S9)]I7]=[?]:,2;_NZ4?[[Z:H&;6//(07[UY>_-_HYZP8H89I M$!;=TCO[%VUID%*_)&3P,C?Z-L[K6>VO6C#POZO5T M\OYD1F43EW.QGT[),AH^I&5HDU9O*'-U-BN+C]2H,YM'P^/3(*\0I0K7(*G( M0?0W*9.+7N7CO3]5 5>X>['FFI#SP]STERDV$P%Y_H;@_S8W_A/J)S!^@FD[ M<[?+'0N6=0%VPK MP.@SAF%Q*/ F96*EN2ZR:\ITYMPA\0^KHE$$IKLV>6Q!/S%1N*3,842XP)0H M7IXDQDWC#Q;)4293<8H2N05+#VIAG[(@A8SWO,W%5I+;9C[*JBL5)4VI_#J7 MV!X]7\,FX5,M%?S#365;,#9:N-3G5H6VG.YB#AWM5"(11EE(U MOZ]0IR,) H"$AW=5&A,!>ZFOJDB ]/_>@,E]N$^<],#[Z6'G, !<1]^<[.U' M(TE%(_1^FW=(:8C \"*J4&%X83KN[11F2)Z,+S$]SC+D[,*4J^3[)L(;34F8 MP)&;*4'"E3'CBJ:%IA)#85E.9,*,:0Q<6++!57M$AEN7XG(&5UW3X5K*62HP ML:1 2>\^9Y7S+RF AF['8*-BL-*P]YND:DXI?&W3B.6TW,$497J98B3MMA.2 MF/G"RZ^B00_!.K',ZPW6VKQZ-6 O+.@EOVA 2'1E-02 2_?C@KI_IZ00>"?R MBR!A[JU/F%.%F+O1/]WUPZ=>"/M]:S$F>S2&M3/OM_[ZQJ.91+]PL2VE)[[ M/-TRK8K\CM&]]9*E[TF$6514:G2$ /LWC"A<%TY@BBNB- CIY8H=^MW_'*-J MU?Y2GC R0Q1=F+TKKT;\UO!8Y08I8Y,S0S]I+! ^/"]EH^*QH3_?@ Z;F(\# M$@#^J7<(Z1B7"7WV35&4<"..X5OTL!48^@6@9N DP(1?8CX1UR!M;[U]^?/6 M#KPD562MCTHM(SRT\!'*,,X);^>C!M\W")5FN$[7H;:8Q*0;4=$7*3WWC7;:(;0 SNW@E,9)IY=158Z!DC_DE[O( M/8<'A\/_O3S8^V-VN06+JA?]%%Z=X\/]VLJNW HD RHCATV0B= , M^&>AD),#>!')Z8[S7WT?9%)U,:,9]=T_SEAR=QJ!)E"=S.)99;ZS__(]@N-G M\?R[E'KT[M)+G[+DHX-#NB/XX1+^+[%?ECNSMT^__;E.NC^>GMM7>W]>^NXM M/WZ9<3<3WDSX,R;\9[HA98O;'/ 3-=;?9'CM_[)UZ#B20#5^=S#[& W[+GS[ MAO+EO&\Q?':;?D^B4>OT;[!W,_$RI5 ZMB9;M63!^[C?11[T^OW?<;[ MP38$$8C3UR78CHKZ,]Z9=_\=3V??O^'- (.)]NBY;PH8>)8ZV! +*2?8F7XV M.SQ:PF9%34*U"K8BHF2_R"[J$_9TA4.Q,9/)]W>^53#/ MKV\TTYU"Y\X*+.76I2X\DX.[;==^U+-IU 7^ZW"B%;<-_KFWO]\*[X6ZWZK4 M00O>7WVYFU/:G-+FE#:G],Q.Z5[DLX12'Y=\/ODD^=Q:ZB=1:\]V/19J'1[M MG9_?D5K[J>.+\I1G?DK[9WMGIYM36O-3&@[WSD\VI[3FI[1_M'=Z_'"G]'SM MY].-_7QW:CT\V3O:4UOR4X"X=;>[2NI_2\>G>R5UUW8W] M? _R^6QC/W\"3SG>&]Z5IVQT_J]^2J=[PX/-*:W[*>WO'6U.:=U/Z?AD;_^N MNN[&?KX'^7R^L9_O3JTGP[W]LXW.O^:G=':Z=W2T.:4U/Z73X=[176-%FU/Z MZH+B].X6R<9^_OQM/]C?V,^?P%..]DXV\>@ M?]YK7_TFO'OWVX]O>8O>_/;VQ=\NWOWXCO_S]4_\OS_^W]]>O?\7__N['U_\ M]O;5^U<_OENCE7WZ];C[N86%]FCG?=6R^O.SO>/#,V2O"ZKJOUU8<7R^=WQP MN/#G_;WA)_YV?/1I;RZ=['#O;/_LWH<% ^SLY/XG>[@W/'HT.WNVMW]X?N^3 M/=@[&=[_>0V/]DY/CQ_)SA[O'9RM-E?Q&]U6T]BCXV=F\I54_-7*;]_ 6T7R MC.N/WR-Z%TN:7QM4-DAZ%!.1EH3>R/^^7?!OV&6O$G0KJW_>90.H[FWOB[PG_>S'Q.U;U M;%FUP]MM[PG_$E=VZ\LZ&.<-]3#/! _Z(L\+;#2>\&\9S%Z>EB^\*8O+,IY6 MS_A"S/NO! UOS#2]1KY2'L!F]VEO$]?9[J2XC'R__Y2SRG MO_S+R!]^,"T&J5[[#='N'3K@VISM(V#"M^@=*P$D:'_<*7M];MF$+Q&H6LG] M>&+6[,,FN8^TP"_%N]>+7;T M>EP7" YGX8[_^[_.#H8'*UWN399,ZQK0SCVZ9*:["IS[#R:=[!VOL,,]D4-D M#[N'>ST>W1$HL]RY;'NXT\)JON?-6C]*_/7/%YO[^VSN;_N8/OMHOJ*ZN=K) M?/,YIW&'4WB0;+7]P='!_N#@X'QP_)20F#8"Z!8!] 4TRZ_I]KJC>FFS C9R MZ>XY>(\P0?ZI7^F#13KE1O@^*N$[.#D_VSM\0&B ]1*[ZW="7]J4V>S7%]NO MN_C1GG74XZ!W&QY<.[DWH_G+\OT-]L_Y-S.#>A$QQS1UE-D&# MY^IT?.H&WB9HL+F_3_G^;H(&C]IOL0D:/$\!=!^JY='>X>G:QPV B-)B@9!<.UJ5D:0>2P*S>#H[!9KY]ZVY.L4(JQ:U_%H MA/OCDN''!WL'R[M7/&!MRC.^Z"MYU397?7/5[]]?MN[%:(\ ZZ^_WRC0JMU_VE5_G?D>KC3=Q3/[ M6AOVIBFK)LYK;#82P\>+\0?5="2:,7YL%%L0X:C(HU_B>72.?L$A_//FRI1F M-(]N3!27\']-?564,($D;%\2-3/\PS?#X[W]:)1F&78ZD8XFXV(Z+7+^^-Y3 M)LZ#A<09'L.ER4T99VXSJ2_,(,J+.IH)MK,_D=6/H"(\XKY=QP-QL_.2G.=%DT% M6T$3-5G""XSB*6P,#/B0UVK[ZW*;%6=5FJ09UW+S#DZ$(!YRGW8BA+\&'YR?%! MC&*3G,5G^^FLLFX_9@[W;_P:P5.+J]+\CV MS&0"!Y1>8Y^Q$L5# \-,4IC%)749H^],TK*JX9\5J*_1W,0ELEBZ1, 3X"WL M-3]#6: M.W-W^#O1T^'^$"]SN![A_2G.IDY+4\]1J*7C*V ,4]BPA$8KL?,9_,&PF)PT M99Y65U%E/SUQA)D 8=*230QCP.?P]2RFE>/^^.57B_6-Y]@8\6B_%1X+NQ2N MRO,.'<][/MT4;^6DIWN@..>P"TC ?ZJBET"%357A%< ;=@&W?EZE).H\BWU1 MP/6L[3-O3=5D-3WR&NX?R[P-!PYG22-^E]9PG<:WGEJ[,6/B#Z6Z*AK0*4?( M>.($6=2XR/\ E9N. Q404J/AA,BW%8>R\5T-?R#6-Q!M-Y46C:#_6@VG0*6\ M\R",8[+*D%;/G!&HXH+Y^5LS*\H:N?5/12G]2H;[N_\8$'V0)#$T0?X)V6F= MP8!;[V:&YO4K?!VY;US2A&"4&_C7W7\6Q0?\;S_MK54_;16$B\KNGJ'=FA8P M_<34<9I9W?Z^YC;8XIFITX*S@2_E).GHK4S>TOO+,B7-KXL,Q$"95A\JVC>T MHTI\'=MIVO6\AL.-QS4NO91[-P7#-TE!SI81JJ4E3!JDXJ0LIB*@^+%@&TCJ M+IR3_=A/\*6BK%@;GB)Y1N.XJ8P0"7_4P#0K9SO97]2WMM["DNQ86RRX5Z.D MB$XR6JP^?T97T'6\]:BQ7,=9 ^<0R=E'!;-4.!_<.*]-3$U<-60XYQ'(]BOX M.8JKW9(V$#8>GP;R@T.%KXZ;$L]I'H%!G%:L&X&R,49MQ[C'(O_8'/]('D74 MPM NIY_J7=+.9M19;N'4+,61>E?"#L5C:Y^/T?_.;(N_A9UB8?8&%4%8P6][ M[_8B;F!414UEN1.\!H/."M8*9_#U,I@)&>:H"G(;L,A\9!TT*LE.@W^Z+]!P M/8M9/L1BA>QN)/@P?61?PYJN4W.S8#IK86D>VTRN#(EC%("HZX:X--QA:1BP!:H874#4.#SRP8)!N\ 6 4E\+5L M2M>&K!)\C_P&<*5@TY![XGVJ\$3&+')Q_N0[HQL[27&GX;\O"_:A\[ M+ ;(J>=]O^'?!\!\8?T]O^+?!]$,7KTJ;L*?\(_$E_V6W2#/#Q[R/PH#*?*< MW".PR&8*.P3J1W65ES1^N\2@.XI[F\4K(B. MM4[''TP]X T/7L.MD\WA?5HP(JD]5T _I4G8J["2FS^Y:YW2H 8V<(QC"E^@Q[.2 M1<&MQ1] PW*&6/ ]_\2C$4/+C+'N/W^W>UZ3^\BO72YVE7Y$F3^-R[G;?)CA M&*\FW_#OHA]8B=T#RAM$U $T(W877\*%'H!>B:0S1M<*/?&/BW]=_(/V'TS6 M_#U& Y"I7:4@!D =!4T50ZE R9Z+B+K#P:88^'YY:> !W/.9H8UG[8I&A;V: MBXMG"M<6E&'['M)+BHJ7(ZIHV^Q=[@U"_A,PS1V\F)<&@UZSJ_G AE2 095X MX9R2!&K32 Q]Y'F%M<9I2BEZ<.Q<0<>+08Q=ZO6AL@G_92839&X!O=]])LQ)UB2TL@&1DC-Y.T=K$?]'\9 MU#TQ H"K0C[;E"034""8\54.I'J)1P.SS0O9'ESK;@*B/RMF^%H.Y.JE"4G5 M HTWT569P:5DM$0?0, !80'7J3H[ O/_"76*C_$4U(-!2&-./%%>RNGW592! M0>Y(DGCU2"PKX4&+#SC:YD@5_KD !I;CK:GH?9/L#/AZ5)H!>E%R*>(2%6T4 M"SRZ7?] 6'_%')[W0VV!GL5 ,Z-@>OYK?EQ+XFR^(CU6S4R,CQ%?''[%;>8[ M./H,7;8]#!Z^<0TV.87E[+U7^\TA1*0DB4*2IMY^@2X[3=9Q /RL,6S$']@( MSJW>D6CW2\?I%EJ&_:SSG;DDN<#V,6S*0X;'B+:5U"4W/1ZWLPE M(7E5V)CU#"\#7:TL<^RL&55ID@(K$S8D?!;Y-,=$D(BK:$OH//H;AP[9D62B MK1<\+OSGUHW!?\*H6R@*MIIJ;ZO'+?*(]A"MN1$:^*:JT)Q+2MB/7,0\JI"C M.4NLG$C,>Q6LOPQE$@AJ&T)80J0#>XXWR5X6?M)#GV;?%G1QH%]/XZ2?)V^+YQ).KYBFXS3SOL5? M#;+^#.E]!U7M6#@^_(R$]:^B_( G'*OE\HO8B!J&(59,A('ZDKU1O03!&CP' M+;L/.1K;QM'Q2J*GBQQH\1^@Y=5*AL'76+J("%-KW<&,%=R4G'QKON4V',W9 MV;<^>T4)EA(TDKPA->@"=-C+G(B#]'S_97S+/JA]\O'2-]H;X=ZO,"::&QL8 MR(V*"Z#&G*6UU8(6Z2):8@[/5A>9$VM[6T4U'6LAT14%=TG^D^CEV8-YGY;( M KA.I/5ZVD*^[N6 /1ZV34T.3 -/P"O5+7>)O:NM0[&J-!YP:TPP \!^1;TP MP1L.[*!B]7E$MXA4X :,FBE['NSO$T/.BX3\O!7+;:O=+=,$EYNL'/3I-Y^] MD;S0.':WYLXD<0LE/+*=D44SZ<;B_7Q&7GL$=-)8G M%TU-IV9E/1C$R#[@:J5._H^+$F3$=5HVO/Z?5R]WA^?X+18!D# M<0DZPJ']4E%N$EX5&5*4:&:I$6/B$QZC\XP/!T1T6K12? FCUF )H%)5SH$J M)0EM%M>H;<$.&7@1-%W9/!6+90<2?QI/"B[*!SK5@5Z?EL-"%E'G#CHSA-5; MG(!\=HSS9C\UCZ4.2HB3MH=?9!TP=IL%:@IY"XVHAK(!=I%DN^91D\-=!&)D M/1=>(<>5PE,K%$-F20+VJX][#VU,'6GQN*!<=R(1W-:Y ><^*&U;V-$%5 M-M*26)FP>''#<]@/$$;9?)<_K.;2<@.:CSHUB)>+^SQW+[&.R6A@HGJ4) M.S/J7IH6#F\33RC=$_DNYG5:>A\9T.IRLFN9!U9(]XE[#I/#R<@;48S6H 1& MCRL?2"D)F1*ZQ33M/%DPDGC#><. 8)%B;7R(DP%2V^8QWNHQEQ?P!84-*[]H$>X3I0(0J*;T0_-ABM9#O[G9G53%6\1);O,7LXW(PH88@/ MO6*C4,6X07:./Y!T@(UA:25C5-$-D!"3!S)CG*_W*8AKX!] (@FY=G+412HP ME-%N$!*+QWSOKF1'2O'K%/(E_F-+>G8=#TPB?N47>3#1[F+)-(MG,\S>)4G* MT[GKVA-3<]HP?/P=Z'=7T<4$0U'XW[8MLA#AJ^6T-T7A@5D-;I[7H!.0Y+]! M7Q/Y,/#.(%N\02\4SQAUI#*%.Y82DZ7[!!-Q!AT21V4O%BF$=]M)CK%1SA?0 M/[EX#/ ZD">7I$J '0M_ A4"#.@F_Y 7-Z@!F5PT ;\(?&!D=!2@X(@^&KG% M3!*Y>0(P@&0 83Z#?;-2V>GQ)>;IU?XT%FFC5\8_@U<)OH$>(:PD8B-]A,K9 MM1&RT-]P9W8]XPFJ_B&&<;5L'"#1DNTB4 MB1])*\KJ*\<;0>EA!\&4LA-=IN%]^>O7S'9Z1QSB8E:"?NHX,TGZ"B5]'/@% M48+NXJYR>ICEMY8+<347ZOO(O:,.][9BG>Y5@ODAP$OMN6WS_Z*J9F.#L63S M@";A7-)(\\*]=L3C:S4(B;UH]Y^,+;H?GBA\'?.@H@R.N?9BL6#!Z<0RZD?7 M="N(PJ9$%T9D8&>/5MT7U'\72+:*?N+-VC _!LU8LK(\C- N4-:HH0A\/Y) M9I/9=6I/AC'IJB?%A/:U&*&8IW0AJ\'0/4;]7"E:DL/(4@YG< 4+Q8>(GM%" MHFL=GI87^GR:M#1\$58!]'=->G+/5^KY3&RW<0$?3(GGT<*8W)?H#6+0((6@ M\W/5%?&M]*D J+!W+Y-GP($.2KJ@K]]D1741:3Q1YO;:NYBU,\3MX40%I"=2HX#11(&654AK?.YM0F M,>I!?/K;6Q"3)2ET,N*4A*.DB!FYYA3$@8V656C+PT +IL*J?]DM'EZM#2R035>^*" MDWC,P2[K?<)9+PH:MO;6I[Y9YN.-$QR&WJ-\74K-I>-$ML/1BJS@H&I._#6] MQJV6>(;; -C4F,H+. 99?,KLGNBU?^EOI5/?> O$&#=83T+I4#&2+]GOG/<> M^)%:WEV77-;D5JF>X7F-T=D#[W/(4_&"6O*$>ZQ^?U-:MP&T5HH_<0&*" XV M2.+,NN*\%:*-+:=#MW0:=DVWC8DK:ZCW3]#RE4J\!K%>:^L$SV+[')T M#B^WF5=P$6B19YGXQ-[Z&$TVV$I,E U5HJY4)9\$%9B25Z#'0[3(J0$3_7N< M-^CZQ +;0=^03:2H7&4$M?8&O/*LDUQ6_P M[ZR+P?OF RE6$WE2_BX/DH6K! =]4*@?KX9(%BKR5ZLD@XK\!TY4]+JL>#U# M)G"[=!M'M/O<\PK0'B4]3( % +O'&:-8G,%MJ#%_D!P7M*,%.;V1WM3>+]W< M[O=['K.BM;,55H%8NERL(9#%TC(JSN<3: ND-@#6/U\ MAJJLEBQZO\=$V,2Q=1S[X+G%L?OWH9^%W8B_2%7O>$7?)V6BPK7\@O=(BWYF M@US$9H);'IOTQ'%[I321MYN_"2-?: .RQZQJ:_ZB<^N\J.5*MU/FDZ8,DN*\ M?0^_:PMA&=+CX_4>JT@4K(V,*0 MC"V#")=1AOM1EOKE:'<'\Q$/\DG MAVOY5 ?AF8:15]A0VC>LY/G2&_))^6%/+>>D<\1>EZOC#X9-$"K]BDESLV&# MV*=H@)@KC<1HO$,AN&^MBXSN0:[-D-P&"53)E[_[M$V^!6QI^)#)AF<'!RR)/$C&H;(B] 'Z(,V0!C1[(@Q1X5 M^U_24>>ZT$CY+?T=GV3F8SJB9S=G>5]G^1OBP/"-)<.V&=L*SCC&E%@ M2L86(.K?Q5V/KE)2AR:E,?]AY(UIP["-0>>YS:%\[FTH,&Z37QN%N*Q4(#(N M*C,&Y;2FK+UQ@> GZ%!M_43>R:&9@-1K,GLNCEX:/1^=.6]Y5W!W\-H8E)9/!.G)"MTZ/ MST@Y4Y>EXY.+IR8((UOYTV.3MLN)$%]$'G"%&.2&F-4,/F*0YE)&0:&D 7IW M7%2^O/Q&YY_(XBC CC"%A&*/CP,E77-%RZ15%/S-X>E^-/5.DAE0)-;C^BH% M'#[G^B 5^_';KHUR^ZQ'T%MQ R7]5@ \81XD!?:_?QO:_*YLR'S$.E+<"'IP M^+T-& 3UOZKJ-P!]9<^^P*.'L0F>>'N3CJ3ORM2W7E NH 5[0 %N#+-3S&*[ M^];7=&NQ\HZ4AER9.*%$2U<=DT0'A]^VUIQ<%K6Q7CAOI392&)]$;;L\&O8H1K#+H4_> %G<3)'!P9Q]]Y1=7B M^#?Z3%"IWD48.U=M1A$@XN:Q%'U9KJ[<_EZV#,*3PMU0-5DVGD0#]!>7C3UJ M-295X/I&[>3HVY!HL0@_MVZ[D,/I4"65\P-+H>PW0:\BF+YE49!NV+&31*CP M(3R;5(!=6I))+O6,C]CBA<0CYW2W.'=90V1T.\2=OR\NNU"BGI82)@UG_JX0 MTR& %,PFKM(PS\R!1L,UPLCHC:'P('X)[.;_!$$"2P!N!T4 ^*"W)H">%$P4 M)IS>Z1*E>]09QS\>-<]^T7$P2\'H+*YLL5C) #3(FG'WID623N:4/& NTTH2 MS3 6;[*9AL91ZDCW^EO^DQ54LBU.:P)'0BT>.Z=01?,$I\#,W1]5G$J,F++$ M"IOOU5F$B['W+(-_DPGZ_E&"JB%[$'KC*<4XSOP'^_SP=8AT\R>]M+GJ4I7T MU*\!#_ZC&,'":RXBBJKQE9EV\"B[48'V>JW[WR8[Z,Q%N MI-?77U2$J"K:Y M791KUD15=UQ(6*ION,HCDM0A/FY;I L44? ,;(L530&:B(.D87$(TY\N.9._ MQT!2L&\_%]%[^/]2L:EV^?T5UH+E"3P#8\@#[XM++OZ2)^\['_A9YF,=KEL^ MUIKQVC<(4;X\9\)G:PGT W5^08:C,YRD!D-L[X6H32W,35^#B)A6/,2-5&<[ MT3:P@)=2&LD%ZE2*+664U54ZJ15$LXMZ227Z9,+8NH6HDX**Z8M)76L>!/_0 M!5^5XXHR._\1*2!2B$[ZN5ICP:G,/HNUV,+! M#K+$?5&:E!V[&M1LK@(-VH,B_%KE4WG(0O6*Z)IP.+=1.$O-EB$MA\<50![) M$S1E%"W$YY4AK1TYBRD_R PCBG+C5M(_17W64DH("\T+9'M#R5#^LU-R%YF7 MB^\WNX_00R'U4I3>C36"72TIV!L0P6F&HX!^T)3.*T1%2NJNR 0%;L.:(ZZP M<';+&7%CK;;#2][B3/I:(Z[B94,5Y6E6U/PNC2IM"8@WN\CI$!!,<%C7&#Q2 MP /,2ABM1+J8Y7B-,0]NPOF;6HM$R$9;MW8I)ET7\07?@#U+DX:!C$!I(+.- M@4((/9K,29N9CA%=PWE9F@N;7;Q'6'O@JW^E"YE5>4D.#02/93D!+=F4JSAI MW41IP"-@RQ8([M<"\XLE4$,?Y=(9@<1TT,F,2D]\GPI@-=X,?XW<4":_I-H? M\A*ZM89M2)PK0U;*AO*2M;BJ:JO3P8IL%6Y[/1=5&N^^ ;UV@A50TN,&CTBJ M4L1314F_%@W"(X]:)Z2@&K"MCC\3\'Y'B%X1XH5GGJ% =4305+9!A:QNP$%V8Y7+-HYH[H%9>J- MF19/[&>KS!MI$3>4DBU+67+*)B%^ &"N655.;6TD\^4GE_93JNWC8P1S\^&FEV>/HP@4JZ21#2O^#7 M@OJ;LO^NFL)S@P#C5X&P+40@\(R">H?PPT'[$"J$YR]W87YM>,I(=2:V%Z + M1EOA[F8,9,#:(ER+HI9$*H\]]C0%^-]4XP8.1@O!HJ]8(4NCG B ?IW0ILR/ M%53--LJTPP^FWB@4&%3D3TJTQRNB[R<-75CR<0PL*PNX/E*BT)Y8(<3C''Y% M#R(S$+V.6[BX7QAU.Q@&RVTKW^Q(URNU MEWE\MM]>IFKJTYKYR?[=9WXP ,+KG_G@MJGO+-IC*FL,PD_PL4MJG5[II61H MX26=@P.1D=)7M^.=):NQ-(O=(V8X*7&2<5EO&3L7>W@;ZOG,M%HC^=9&8'-7 MV*P"OCW:^93#)&N?H/7MB59+.*GGA40$Y(>FW #V9]!,.X:ZEI)]K9JN0?;' M=MJ[BJ.SL'["M@]JBXR4UH)R=>Z(D!3&5P4[3Z63 ?8J96VD<*W,Y@X,5WGPO3].W""WPDBMME(]O:6Q M)V;#'6^,JS5LB?HI E#X(ED.#(KF:6=*/W<6C3MA^YZCL_8& Z97Z>R)JEJ_ M**SBW'00?\@?&B=)"[*ESV$]B(Q$HQ@X@T&J=D&G-C4K: Y=%]D R;3%Q&Y M@?;=8A%Q71DVT'5%I83(F#'T$6GLAONR&,8S=?X#:<&EI5E7.F#6T ]B]"Q1 M\!FAK$9G!$MBK%G.+[%M!UA2%)_DN;A.,.R:T:8$/EE9)ZJZM=H7)_TH6&1; MJ#?7.'6,VB,D/5"I&+*70Y,V9$T,+\"!CG&[\@1A_9G[4@B8;6 M$/1[X)HT6 -9GK0I@S9IPT>R;Y&<[-$F__E"2#QGU*!M@@93;NG.]G>ND;,A ME#I\&=$,)0+=@XAL89_T1K48,/H5R+>L-8T \9M%E08L#MP%GA3P%I"8()HJ^WE6MNHWT0I>3:-W2M3)T?!#$%R8# M-1V\#N?PO-VA\D2U)(DHV?[JI.!P6)J/I\KY;%[L40&@%C<&0WS-[ VND2.M2#C& YE3M4$M?;,WC MM4)1!!9=Z[ :[&LMY4X(;]P>:ET6U 1MW'T+F_1;G+V9\4!8;4WS>J2 M-]04NW_IHK3VY1JGDS"1IZ6-3-./K%?H7EVD3.[RX"IKYVDRP(NP?Y^^KS9. M1/?5^19F+C\Z3$%>'#A:E*ZS.%7'B[O09\.9,BZPH@*IW')O-\'2EER2BGQ9 MAT^##"<#3#81M,K;(]I&U#2 ^30H%)V2;KV'(9F38ZZ*Z* M[$]B>U-2T4(5S(Z/8"QU]6%P?&%F)R>5*J<->G7;&>54DLE!1X9NR8(H,_&/ M\(A56SB&WI6D618=Z&?CA?)R?:Q">FA2>C8)VZ_JQ4;N(OA:6?@K42TRB[-*!Y_"%SR MC!ZI;,9)&3?)3E#EYG$8+V_IXA1]<'Z(U%]=@20?F?H&XZK=>ZIU+MX.;?.OV\ MWJL<4>&YRKF$/*%G. 9%+P9GV2!* MSGSI;2BXV0QR=N-& M)+J%_<_B)A]3BP0_&806]MEB5#-85"C!WDD="_4+5@.K/ T_O)>,/Q?%)3*R MBQGQLXLL'<6C>!"]1\43\XDOIO%_9.-^BL<&R7\@(,L!X CQ,Y<*@BHPFI"5 MZHH'?#IN%4QYYHXNXZ8<6ZYNHSO6!O.L3^G MS:9RD+O4(:Z34$HI ! '<>:YMT)CT(E(8YB:.MZ5Q<+=P"+[:%NF]1,]@K%T MVS=[V=-_HR M3.4870C"=L@6]0@8OO7;DL*UR(R2^Q<8X-P%BK MKKXRFN_Z25;.HX_%9JT,8U6G_6K2;40 K!"58"PR12C9>$;L&B.1*O)Z!9RV M;T\E2](U'_5O4/87;*M/JO3V@:UX:1D)U:!=3"L,J%V\VH&N[>WX,1 M;V1Z M$'(?=]$IHBQ8@V@,DB0J?U2HM4G@%TH*SB]H.%B[C^"02%:7*=NH*1>F%#G8\ M,=2TF;.OK4M?,VXA>6)=:?6!E.P)=3SQ(.46HWP0_6!)=Q>]YC(*4--6Z\FU M1S-_Q=:#WXHB%W$K$ N%XVMRG*P2EM,6 (4&*'](?')QU:S7+K^P%]]5*"TN M=>%.'!7R\0SOK8U6 >\16T#N!Z/XH6,V-)WH<;*>M,' /%<9"IM#ZEK[.KU& M=+$/QLRB9B9I,"1E0AGMTG3DEHC\?>#]W=3^?WYZQO&ZI6>LFOD4,[!!*HI]BV7;F1UPP:N.G6>%R&+%E,3KO%A7QV8Q+,<1T2ZN0BFC3":8)"VL=*;&U0I! MV.=.[''MR6#,L2R3Y!,B83#6ZXS\)'EATQ1)PU;F">]R'RT0]B1U4:*4* PB MD2OATI,XZX)/U^W?8]M.38PG/FDRW?#-NMEWV<.-0)M=>\JW- 9CAF3%$@@Y MZ@V%Y.&[7:*KA\N4>U_A\)L/*.$WW:WAN2)QP)^ME1->'^FGB7=&I[7Y^],3 M:T*',-T&)A6Z4((Z(5'A!9DKND]Q"US#;LX@P':()8L61O9K667;VT%TTS<0 M/CA8 "2AYB/9-1PW\Z4KG"K42BT2A!;KY[&EO:0L2J9,X"V3>(!C4H*.4%$B M;EAFCW?=YZ[;,]"I0F)Y=X;YW> SMEWGC@XQ(A[AN#+9@H42W+N1#JZ;$@O!XS\@70"MI>4WIGOJMU;D? M7-.J)6R8M"97G%I$MEY5%3N^;9JK#6M?X MX2.68BK7C&[V$Y<[M/"TNB*](L$];"I19@ QC8IIH6MR(CA MBH!E1>DZG2KR$%Y ,(A=W8H.KH8=;@.$+Z0DX,,4A CA)GQ76X6\XF5C'^Q* M_Z1HEWRG7CTQP3ONO(0W#7E329V]T/Q0 %#A?G6@H#Q^-0[=_Z(\-'!,4>HV MD&U@'18*JY2XZ1^PY[7K0-XS0JIK^,/$)>LRDEBM1 D-"AH,+/O7V!.T,PBB MB2HB@).COWF=CY%JTPSS9]2T'"Y2;;17G3#')9M:-F;!OBU<#X.WMM-H.7SI ML'.Y.46-!:)LI:EX@(/EP:!&$40*MH.<*'CM7T7SOAF9(&M@QPV ,$-9/ ^& M\)D K86A:E743C(&E$G(-]\<[!VXOG'XZC?'>_ON#S:;@U'P0CCSL%"7WN5J M6:F_(H;:BM?$]>*[J[HW2R/O,$4"E"-0+:DM,,.P/%'.^HO&=1-$?/0ZD&A" MSEKUT&V/85@7.I]L(-"^#N4Z5D56UN_ *0-E4 R(&1@:\\@^0^96:.O5B.WJ MLFA@H661Z7@ARU.^2E@Q SQQ# IK7[]TE/%P^I%3FE,<'$*%O0*I1,!<%ABUK0"M:$M(Z9CZ)?CZQP MH/K9!CDG!95^-#\8H@UM=&KOG2$:WR\VGR6VM'JM,>%_* MI&UP5Z=XW(?+!ZZ.T$KB4DE1/@PE'I4=*"+,5S@(82@)3ZB4U!$ M)K!(4EGFHM.+FX*N.Y78C0VEA8D$\CT5D&?/#";/(H<@%T:8K^T^I(LS-!Y M ,MGF]1K8M)P+H*$FODTE'VSU8.N*V>+<,FK37 HD\0YEWSI4(@ MOE(NQ/%-+T9S*Q;:KGE5J^(?U_V9^J>/]V3'D4P'DUC2N!D&E4@.RV!DS=QR MHZX1Q:!5_N/$D?,4O>MDMK3R5=8K0!\]9$A][3)W?J?"$ (QZE!^%9CMH8CQ MEZNEEH2Y=YV2[4W"2%_*YR9C0F=,G*Q;QL2ZD(J38V.;_]Q79CT*$KQ#)Q^9 M'=J9ER%48GTEUS69Y["2,6=]\[W>%09 1G.)':FX&O%A+_+3-'E>]9@@VBKH MT_$KJQ?W.6O8HEW4]ZO/QE^<=:\511( M7=!ZX'RP8,)ACP..&-A%2%G&IT[]W>( 06\6>I//\"@2;G\<;/9*&QU /-UY MMH%K2 %>Z39Z01&FL3E$H3G5B=#?#IZE[ 3=A"%'!3/C3JY%4V=8 $+1?>S= MIU1$\I* 38+>/IWUHZE'IEEA##<1#561415)V40H@O! M<\CQ%96-K5RW#8(E9.P$X*MFA49 MWK=JY;1_F_4?%HWY));>.]%GKDH*F:7IQUV6] ;C%]1*$\EF7&-3#2F]6M1\ MPYJLV!A@X%K+D%M6,EW'7#:&X+BLI.DR;G'--UVN=WH,? %BSX=1*(1 M?-+,D,:&W'Y8;ZCZAMI^S0I87DXT_BC5;C%LT20D?+ M$D_R1 #>40E\=D!*#+9JE_KI&$$-541WC4NC/4+U+BY[S3VW M8$3+]P-/SH+^LJ.8R9N+4JTK!AY+$PYD8*8DID;"5R@D3=UGZIA2A@?$#M![ MEY,_,*T*[LS>X;24+6EI\-\-D9C'SIUP!_:JD@IX51:.]?64!--1^CZ5 B]J MA@3MK]8+Q92N6]-)&XN4&&&7[BZ[/DJIK2'C-D'229 MB3*U];.$:TMR?F2XX8"VEAPC8ER!+HFF"E_$YP+& G8[ A<(]+#*,%-E :;V&Q*C[^ . M9V%&DU>ZR,#VDYAD"-C@ :UOS1D!4W3\P1>^XQ?23 I#O$@3)<3),2%@6PP! MDUAW/?J"&@D8 C\#(5(.!"M/@)#)%'-W;>7LOT[_=@Z ,:;"0#>>*J5+>U-J M8#5%!BSEL6(9I7S!RAY6OU\+!MGMI^EPZ7J[RH>_^,;B#C:P;RL,UZ>0=L&) M?X(-.:8V33(-3%S,,2R*@@;)F+\8D''EZ'B'D4WTVMLE4 0Y0/%6<9U+U(-! M@?-$IW5ICRL>">^1*RS8!PJ$Q(%5H9+; T,N#A>;\,JOI MU+S&)9^USI'!#922L_S47+VI=O(M#O:W6X'XS18C]^=GV"=QXQ$9U/P;3A+G4JHL=L,S1O9OL-4K\N<#D%2^/&2:E77805%CL2E29Q<&Z3V@,02,Y*V+UC 2>J;OC-P&:@=G%4 MS$>W7C[:OSS2[%-NS>+V,/&KIMPP,M3(<"P*\&9-"?Q-:"4$X=MZ+044 M=,NVA:IV!KCX+2M65P)IC+91D?\56'XT/+ D%;SYDZ-J/P8VSGB':D/G?);M M%9DCKB.&33IQ8=KPX.RN+C^Q^: UR.V'T7<0%MST3DJ!MHH44-6C-(T$V)PD MJF",WG$SGFC ZW?-IBGFS%(Y@>&NI1[.W6!&^$ES3GKY+$XF37;L72*5.XO) M?]X2%EI(U,[SR_Z]SLWA>('5S(/8@@0[^@((W#]%8/4^;?F$T,.9D9_ TZU> MI?2PL>917NIYI;&K.BG<7JZS]A,G5[V:(^QK[ENM>O[-=R.46+V",Y+F#0H# M-:@10E[?4VY:>'D>A 0Y5[/O;)QX#\Z';+H%AR3:;UA$N,GOT/D=I\\FOV,Y MG$_'6=;I)^ L)[@JDC/IW NL/%)5CHX=2L:KT85>"T@U"%1((A_I*B%:.N;G7\D;PB37V%1GDJFE@ G#$IQE1Z"9MR M(X%SC\,??PP1I)'EL&538Q(X["#_%Z>$4T\.9R [#*&YPG'B8_4]-JR=%-BV M@D5BO>0VF.4"*D7I>K%@&K1-;G7(4]1N-TDO40?RY7^X&-8$IZ):C M,)C$A$E&/'^.<+"1K+.9,W.9BB(QD @[8_4$N ;4=-8#NDLTCX6Y]*SI1@Q: M3H+%$Z4,E0GV;WAB%H1KYZ@=0"7TACGB*UL YG!5.]2D=I+2BOZ"*WJD8TSM );J4C MMM0"G:DTU!7N I8P".INPSP"H[>1LUB"HW6\91<>N&)I:3Z:M0: M$/D3%YJJC&!$VXK3::7@3A4D%_XK)R10"@KU5I'Z?]4) +KTS9U,:I>[ MKDK9E1C3.88T ^);N#I?_DNOH!;1!C&3ZJENGCQ"S=+J^C0"\8-49C&W]-TF M6%-S7B3[*=8JV--[!_,)O_#(5)'7K<8^+40"K(Q3Q>Q_QICE+MRJJA[T'.OE'0R?^!B)HW1Y%O6$T0["[]8I6;K/0_)?- #RN64'(U+H&S< M@1@"7DXB,[JT*9C8R<8X4!9WEV;D 3"&VN1G MJ*N723A02BR(()]\FHK*H1<[[Y7KIJU3T!3./9GF=)F9!G5W.C^54$@K&4 \ M%3[-&)5!IK#*>/,"GU$7-##E\H2;OIR&I1KSEZ;%TUY:?*>ZD>-!?^ ML 5 V![>+LMZ9'Q>#D7(M^&>;HVOS/@#'!KE5&5<#SE(=*FTW&P\A0UWI2E>,Y'*\Q[& K[MA M@N;/!.WC,07D);M:ASBR:(FD=[DU*O<=TP:.O1PMYT:U[^M!)K*H.3=! #R8 M#9UV?^8O-[>Y!!JH;7D-XS%/0)48!2EHG2HQ3]B"N5*YF>A/X&/=3X08G9:R M6N 4-@+D#(H.S6MPW/=]02 W%N)V^E/L/<)P"TGYAOM4Z3IIA12LV_+)Y &!UJGD<*R#48B[H47"6BTO ='/+SJC8?:32XX0$1@P$+R(%8(DO<[ $ M#AT-">]YG6$C3)_S;K%"R3K,%^%;*.\+108]TH=MXZ*W;8&]8&'5GBA4&II9 M%CFEOY:5"D9@9I5";[&88#>P@.(FVB;^+QWQ2"W5R:OV88I$*$!"W1*Q7R0Y M&<1T?K?VF-N:5;*=35.C%D7TS(ZS0UU<9\E+EG_M6)55"V*N+;0^K,4[%32Y M&9XYR#^")')8+;< VSH2E;&Y%,// ^]4RC:P.[@T[YM.6.!IKR6JN8W Y% E M'IGR=$D9;TCJAO#*:_4Y!,];V #(UP.JGLS%&"^[".8.I^@I2N7?N:I)ERQ6 MNAA5I3K??C;WN>Q-'H'.(SC;Y!$0*L2*=X&==C%C!^&]X&X*ECNTN%@7'Y2T M%6H!MH#2I6FXU4^,JVY ;;CFTCB1MYY?U3TH7GV%V#]Q/6VK$>'M\[%5;?@9 M[JC@@!MO:W[,FV29&8%ERU7M8GD+Z/8"C'NGEJGQPQ\8)M-VI:1_?:*J0:=M M7D*(_ZZ9I.M6@([3.<)L951C+8&IO!4)%OZ$]>Y1+3ZJ6YX4$; \-^.,9FP-3HU5&M>+?=#F,' MZ31I6QX!M<@%D2#$+7M)$-$.ST7F*[02JH]:[:$ZZMIJ@$$U>"OXV(]UF11N M!6.G#XLVWYT'985*9DAGF853T]OK&HJ!ZX=F!Y-C+;8V[VT,LC+..Y5F(7]9 MLI%/E%6_#Y.,E54KWCM@LI>7H0>3TGPC2O.5UB:+Y:&3V][;W6;=-IGZAC*] MEHM7[>EC""&3&85*W64,WJMCNS[33="=Z-%69Z3MK >IO]THHR7; _$$GD!#$1[E3GMO/EW@WYP.3$$BR:=!D,;=S_*>'SKX5%)H-O=/O8^FNNC MI+#O%SI*-]W5C[*U\7X$M_$= ;/2Q@OB/)>0V1OF"<2)=J)T^G1KOJ0V.]VW MC6/S1=KH,.21QM8!.MWM>BA"3 EQO5*"0_K!9+I96Y?8^@FHCVS4'>LZV&$] MMT/->^=3+V#]O4%V/TRTCZ-[3SJL]WNK%R7IJ7P3+&8NU]J1KL&IV83](=I( MV #!)>=;Y[ZTW?(-!RI.9L ^/0,V+PFX"&WR@>^V*/$QOGBQZ\/BK &;88QR M5-)'1F9>.$QAZ?M@U1Y?8Q]6X*L PP!955F V5(C'G \_@#/-GE3-=RS%DX+ MH:L1O87MWY(K>QCVAI0XKV8!YZNO@)%\("P#],N!&D'I E6#N).8B9 5!?H< MP2; 'Q)R$TB>#,P*G@RLQ2^2\[-\=K M%+Q!48*ZKZ7TH-!)3($R1EA&[3$. P) ?9,."FPJ5L/ MI]-I>EF&T&F1\R"Y;099)7!''@4?)8K-I:#H:0X[5]C4$"4,! $;-4@!)7%_ MRX#;LC5@[T]1!A!S[GTD*TPX2BMLUR N \0#<"A2/L'""P4-H-^&.7I/D3*0 M@(RIP2!4G6SY #\S0$7ISTAWB(Q5[7!NP/;!C%GJ@]DNP?E!L!JD@./:;K*E MZ($'46BR+)2QF-/*P:8!B3;B2E0Q)&XW[IQ!&8BT^V6,^6^LT7#&0 *GVD&" ML57T+8,&=@>(SYW MX':O]E6NF)%:""Y;?%J)T6;>]EWR@JH < M##UWA:,L_$KUH/"-,TEG1V,"2^SP7I$/@5I6%,X.2C )HY@Q!'8;GM%-D].R M*[>>EAHHOJP 3[^WS,G1QFW]3CC4HA(KO%GHM)!VBTV7'+T4N_'UM21TN^8[ M9+E1#FS27A@GEN(E6- \@0XB=R<3 M:ND@G,DB.V-!F'T+W-3)0%I=V=P\SKZ-Q_]N4M93 M6QV2PZ(FV1@BC;R@Y%^Z8B:G< AR/6I.6DK-);D9E>K@J"4-$W(7/N3S@D>F MW?CNRK4J1=W>M/:M9;9A00,WQ\7!$+\6&TV[,@!5=N -*K"$2H*= 7N@K'>; M636P4[%E"VX;6%L2A5FX"EV7$-$2*TNXF27U-+/*DF[6?$.)3=1M+6:<)W2F MN+SOW!C6RW HMV_(3_2V2?/>QA6$R9Z1$AE6612Z'&*3D: S$LXW&0DX.4TM MQ"W)]0IT"10EQ$=_T2V*;=R[ HEHDCY[P2= 6[)/"F>&6!7+&T^NZ1XI95QW MKZH6O0(6<"RA.09=9/1PK("]:QKH4L"W"L7 M%L::IH:?1@BPJF(K%&\SJR^[U0=@IP@H2%#9QG1B*!;]S^]> 4271PWZ'/YC MVVBY+B'"'NAX)B6K$)3T&N>M*@C[[( RU.R!A]Q!_9WV'BV6X-!K@H4.OF8_ M0U" 4A;2)H 64V5BBBML#5QP:\M=U]P3M>TQ02C[7J.T@]0WLG=)FJ]*6^++ M(J9.8%@ZB)X[E\V+X=GQ%8D^]C[->W0 TBX%CX$FC/"@A/2FLWTE7!EJI**F M:B)5KI4@ YF_BP+K@ZFD&L@(%@&!)+&*T>^I<'DZ$G(>HR>;X"L&.MM5[3IW M5K2>Y'$V1V1%( U? _G"(7_B,V\]22KP/'AG1([% M9B;VT*T%E=:V\24VU(R$D9N$J*D0BPT*!0?(P(I9T(0&8W(S%=O^+4\=N 96 M:!,"UL\7%V^V=H1-!":=&EW3@K&T0%XZYGT-!ZRK<9F.^'M42KHZ9B"&6X5K MB.:F/A]^,41,GV*D,,Y=NHCR0%A']&+W9NSQZ2-N;8N\1^7\L5N1"D21<_W1 M))=R3BR%XF[N$.FK=B0_L<,NKW4S%*V!AF B7U*^"! '8 M4P5I%H@X"L__&)P/TSSJ('V6ES)B/!.E,,V4'=*:7%?.RQ,(]D7JOUV,C/:IY 01% ^^#GR-ZZ#B&Z; MS!%675?F-XT'LS'8.IB)0#$X2Q2''UMNW'<#&9Z((3."ZZHN"2S?42H3GB,F M5@L%-J[(N*W)=POY\RRF/I^[F9F [#AXL'CN0N]FOSS['^Z:RQ3^_A#:8C M8465Y<.L^ EVUF+Z;G&YD!U.L&&- QB67%%"9A]++Q(<0H$-\7"4Z?HZY'>3 M]H">PY%47\95&)G7\A3;TOF&P;VH[+E0/JX M4I8U\$ARX!S;2 V/ MKU,8+/-"3/8,,[:P&DP'WGUR1*#)H+*$'-OXVIAQ7)9S\M4$>-DTMK:?)0Y# M/$U2Z-_+W#V/=(["'=)H$W;6Q8P)N)GT\W-TSRZ6QV:4% M=D)7,7L)D)'X*-K .HC)*V,DFT'24UR.H62'T(+!^F]F3Y:*%J3%]9.G4VU^GC@/R-UIZD1?GG MU7IQ('%[N O&JH.F01CG$1/$'8V[5Q2WF'JM[97?KO>P78]V'QZ,8U/M'6^J MY$\L(L5>+OR;=Y8P,D7OZW@5DQB+TP6;X6@'B&PNPZ-0%26 MT=Q"TK2NVW__U]G!\/3[SFTE \4D[%_S5WY W #1R.GG1>J1FZ%ODW*W+BE/ MDU0OB#^%9#)HJ6PA>S7Q^,KJ!RVC:T!G,.-C[I'UK><'K2(J/D##Z4S*A U5 M3%$E5OU$"W"HEU(YRQD7])4/45EG)/82^O*FE.U=XP!RU$ MM!A_W* G:"([WM_D*N#D$JYDI=1H=DA+9)YRC/]H2 GN&E2!?M5'\TBXP[WC M:"2$V\?XT>SKHWW4F6<@3>(2(]J4'Y93E=F2&ES.V#+CN.(6N\2!%/_)%8R(+ZL;S5DAGOLD>/;[)=RY;]/QB!4$<%-Q M[I?V<#'0% MV_11R7E4QT^L"FBR,O:P,?:E\&R:$6B?V7R7JDL2!60M2AI M)[WI\]&VQDA7B2@[(3P4,.5#8W]Z0_# MTCK^NDWM1(55*[B*UDU\U"1\1TOT@NWVYV6(7G2\#P/?;\S;E,7M?@WT?M1! M3[I5E._0.5,M,!L6F0&=6%:H&O4"%C^)8_N"]LWQZ>$J]DTOR;1MG"^KSNYK M=;;7B?OE5-I;%5E<\(3:#9$JA>+/IJU00K&P;O'0=(5'(!L&E*.)4_5^(UOI MDKBJNT[9SD)_D1=!>+E\E0\M,D,ZBZ@)%J6MU'9!MM@306(IS-O4U,IA0AG4 MN:G3_XBN.$,*1.I++402W-ZFY$WU>! M>[<;/+"\6+@/JY+[/;>60GG>-*P#KJ%((9(;9 \#Z^S M<^(AM8U,2Y5\KV09*]:.'>*S-B?!2F'K;E_=SZ[P9N2$[FA%=&R%1;(2R_AM MZ@]E?U[K;+J8TS$,%J=$N@F-M$VB#(Y^$G/*P2UZ8;C4Q<88HSM1V$YG\OO= MZ.*1JVY>.3 ,V*IK8TLC65AA=B6+>U_'8-$Q:V=:=>PI+M[QA;?P/X+0R0MQ MU?L7'B.7:H:,_7?N1J]0V\L29'8>1R)>/ =B&!_M M*KX9[N\[U4YFM[+LNV=TU-)96+*]#\ MXDLCI=[:3%KRF=L92T]PQG?-ZAFY9?%;H68)J-(41* N^WO'W[*9YH$<[T@X M@W[*&7"5;643(Y<0[LFQIMN X#O/GCH:?[R>BU652EM*Y4] +D.%W0--B?GR MG9S6N#1];;+XZN"A.599M^J<0P^3;L77<^K^:EO>WU&(VJ5I _^L0"F3-,>D M$)7I(W3H,L=Z[!O/VKM>,P5&X!B^M6P6U+4-M..7ZP_:6]%NJVBK0UI%WQW4 MJ[9.Z%UP7N,F;V=]"\]J%_-0U5Q0V. 0%A1*BR]C<.QHT8C$/C"(+G]15.+!+R*P+]V&IY Z49>4-KEA);%=6Y'L9Q;E.+5OBHU%EPZW^ MQ,[^-U).O*0[\6+>^"S#S\-U"S^[T8@Q[M;%[+MS&&E-1-"OQ>UYD(1*;9/[ MG:GJNJS>?^[CNL01@G*E5U1>S_P4;OX;Z3GXP@8DGZ:*\LXF4!VOWGR4C'!% M5,H8;3'M--Q3V\?1!7EM"ZUVW5 5ODKUKC;SC%UM32Z%B93KGL\:2<./P$ZK M,S*O\L(*-%A+3 X"9RIO;_V3#-5#>9<*<=U>W*$1Z^*]>*(Z[>NF#,ZF=2[A MMBHGDH RL6O 2/D1HX?V4TDVAP]G04: U8G'&58+65YE4M+S$C.J$1>_83!+ M0AD%-0S4!/5'5/ZP>TB);0ZH=%K*;542S4F/&95 3(9Y@ M5-8-ZRC>CS,U\/FD!Y>(8KS6IXL@8*'59ZN#28T@]:[/H1R4([N T)S=)GZ3 MG7:TP(LTLNU5!'O*.I;P3_ZSU'TCJ ,M,RWG DB+C'J"@5$9V$YG&W+'_!* M-F(-=<@AH!;&J/2U]K:V3;)%1XPCEK2J(MMI*"T42MI2"LU3:?5BY=FU?7*> M$MW]7?KC^>6(!^DCXI-R5T-60X4]MG933NP:-+&I<5BDOD2;&6/_ECJP#0+_ MHC).>KF73A WNYG-,BY-IHZ0R"(U0?:X'MI YUB03KKZ+H(!D_U0)'#YM]&> M/-C__O6;7^C?AM_O(/.5.LM$FG!3::$\B#XX#],M*0KJ)O2FSJCC $,:6]$RP1]G]?Z)WZYD"Y0%4]CE-'Z1RD M6=WO2C\@4C.14%_" M-8U>7#4?21"WXSGN/!R7N[5D0_S0:)L+'LS2G(AOCD+*;7T?#[//MKI?2^V" M'58-]5>EHBDN=J2;\G?'D$ MEX<*XA/JZO7?/-87712P[8T+=84>^1!@\)HF=W**Y1=O# M@V]WAT??[C!F3(I$^J-M(=PJ\AW8"M_$P*9AKS +!Q1/,:0D$6.K*/SXPZOW M+R^"3AQ]WA\KKA+H'==$IJX+G,T# M]0$EM\&T,SY_HQM1A,^7'&XD;;@"_3*+R]8W-(P&I0C48=RV[PP M.:!*:[-P8D]4B'%TLHW]U)-*J8R>@32?N6$DDQAD2<[-YZF1]561)51Z:[W* MW%:$R'Z:LH3R=IUOJ^/TY@<*/.E)?.F(TS(<\(YF=>= P;,),2'Z]<(@DS7G MNCS&/O2U@DVXE\[.7:^HDGN'1CS6,! MKUCU?(^*RX.BDGT14+)1//YP2>Z.75G(A/[?]U_1FO-F!9(9:(BN ]I(I[VI M$I<*M/N&NA3ATRH7 V^J,!^22PM8S=W *X#=N2(DO-S$?N.\6!!_A( M9B[3*O,*JT,7M@HC\79AV*X/KGIKT,N1&09+H+*D*K(AZ=;>"\9SYIW2O]M0 MK57R"4,4J#5Z857[OX/&'UW 1=[&Y6WA;_!?6SN1R6/+*IVI>+ _/.5.WU6/ M5@Q;1.-/#**&9;PS\4V0L=S-50U>Z9X=ZR*'Q]]2ZN3PVT'DL):CO\=Y$\.S M9 X.SV2-L@1N;D79EP70%6GY".5&^:&SN"[%P, /,>I=,Y5*P28')3RM>?72 MO8 8I1'392 8E, V!0V-J-;9#/>LEC[+D/W!NH;L'P/3Y(;'OIL'3G>"G4"X M;Z5T3A$LMQX"CP0=,=3HZ:K"?9&6;4U9-;%/>L667-P=KN^:43>Y!2.!$OOS MJW^^?W5OG2K7S)XC%+A+T2T%#P[W/K$Q*N1!%C"M*-L(6-KWJ !Y6PGXDD+L M,=5P>UG@H6@<*.^7Z5::HDX7$.+\8" M,R/:M8H<8;3FAO&<8B_&GFPIR>^F;?]:W&66T_'48:<*(JK@[Y'2T:N-J.@M M@8O'($-%(D_1_12J+C%VX.GTUQE@>)$<*!E:+48A\A'1^3Z.+:-;P0JB! VUZI^.@DS1AYV2)-AGBND6UPDK*-=2: M4L7FP*8T%).@Y98R!+W%1Q/UN*LVHX;=I6V,H;R92 MUPV%PGKL;<6]1&$GEH*]&"M_-<;CL@%>]&19!25X!V4Z@:KNV.EE[EJSJMT2 M!%O'4OLM!Z$Q:F*2242_2/PN#[H1P>#Z[Y,<;J140?@ MEDM@T"W2I<0]]")R"@POU*W'HD1+,@ZU)<-J')9@M; WFAE-Z7C_6SM%6-3( M<%_ F%V=1 BVV"P"):_.[):^TOBV8,G'&>>&U: VCYK:]KY9<*@#W$^@G('( M.HV7S8%$,'Q9XBK^(2X#8?D!1U$5<6[VE!73Y?/6E$[T "; MI;1]$OAV77-PZN(+.V/U!G9^>R[25E8L5[#]T3' QB>_R/WQ-&6)S3ZMHN$Q M;%!\7.(:IYU-P4[E:*T M&\49E5E75X8SO1DPKFYZ,_<)#+X>M/\]!P3??96$GSW[,+/7Y?/Z M#9POVP_51+9W0 M7U;>5_#$U04=HW2-\JCZBWI"_+67WI.F(31"U:UOI?C>: M61X)YJ!M!T@ !Z;N2 P9@GG+$IW5Z-U:K55A8$=/OE]CD+CHFZ80#? M8#+&C9SPCRHJ=&6YY""HNO3-57#Z@[:%Y%/].1M6*\]^XY)X2IU&R>7CL03H MPYS1[/.['07I'RQIX Y03J#U#E+[:] ?)(Y,49^*(=7Y?4[9P50?A^;6.A?G=G0>I9\'TGFCZSFNTL 0B&X%0L#B \RAGB6W2YI)1P_P([>K%*^?M M(\5+.QGW+GU%6[T#96K@56HR,HX978':.J.(U!X O$P^P:TK3Q=SHT'0>$XS MH4$D[1(6\K:0>=W*N/J3$L)&]HO;!W;[#?8NNB<127?*MM:)E%ZX@&0NW9/( M,/'N<94]POOM,[.UVT):!:,$O=?E(8H-TE)7E@XBS+3/^$NX(#A2\@&2 5AY MQE8:UP0W1P.RL'W6F1#R5NZ1G42BYXH:W#%@E_4 M3+MC'\ U0N[LWS4I"]/M;LLB+U#&\ [M1E\G^>:60UV]G8 5[L#=*U4>H\I' MR"]:<%W**W@K.D73B*K:R$U&M[(N-G7^0=+ X>*D 9QNFOQE*ST\/SD^2(Y& MAX='DZ/3DU%LDK/X;/_G6P];6SZ?C=);UODK][RNO]@N9_2 M&GB8^J?W+P-*P8^$F]K? 4I2<5D)N.7IX?FCE7UWW#;=N=AZN'T&=ZC0B(N> MJK>H[ID<+;L,-R:^$]2>$45XETOOQG/7\_AWCXYMW&.1?XR2+ @#4+S'4KRW MBQE=%@-QT=2L/D9*CJ[(TWXD^1;5I'K''.7!O"PR4"IM;1!;AR4F@A>YP(BG M11G,A)!ZL:V6E%F ^L6!9,YVA'\&"&1]BUD^Q)W5KV?+$/IYZ>N 5%#N8Y]L M##_]8NHR'=_9#;TF^[MFLWP=>!3M/:12/(?YW&4L4SX"]M>:G%ASQ:Z?45%\ ML*?&U]3E<>"EOB8X1RD&I-@819JXH3FY/NA?G9/= 2!+Y\UWF#6"_BF%7QTT%2J$IW5)^+M'TD_TB9T#< M9MZ5(GO>7FMIOJ M2FMUZQG8)L9C]%YFF76>2%$E:&\8#M78BO(]2QC2%3 O\EWUF6V/K>NP\W;8 MKO=!5$=;EB(E-ZNH7+6/&C($GZ@,E<+^NS$EHYSP:OUG^X%T_9,>TD^R1:FP M",/.QIHQE\$9/U&3_.+S;AWO;8O>'"U:OP^BE[V5T ML0;Q Q8C63Y"W^.?Q<@Y/]\[.SY$.ZR?B1B8((#DD)C_LG6X MU7)6?7I6PW]_ M@?6*$ L+U]D]NWUHDFKG MGLBD!%%'_W[P2#?EE86LWGXI0-<[]T5 CY\U^C6)$H)*"XP. M:MM]K7@%#OJD=DXY.>_(-VY1)[KE=^.Q,9/)LAWJNTRPS>O@)Z7M>@M&"5\P MMDP6;MW![=NP,A7M1ST[5>+W'XB4^O?F\/BXG_?"0WX7!X1R[7?^I?E)&U/OE)C.SQGM#IZ>:$UON$MH_/]\Y6ER;W M1K)#9MLF$TVS"8;9I,-L\F&V63#;+)A MUM'_2W;.%XL;]WJQOB*#6T>;#*?GGN'TBWACGUE6TW!_<'ZPO\F;6>]3.C@>G)YO M\L_6_)2VCT_W3C?93<_ NGV/4;5/5!DD.G4(1YT4#<:Z[ HV%L.];=!ZWY_# MX\'A^>>9Q_>P28_#?MYR2R>"S:S'P3S M'2VAMG'FJ&UA0OU7^B<6,I#CO:,ORT 6LH#8S00)O35);O$CJ:.KL 7LH?,# MO[T'CV\ J#6%'A\]LJ[5C^/B6P_ZK5??74YWS^_G@B^:0'#%T4?WI:_XK$SS M<3HC<,R5KS=FA[N4\-8E[P/[#&\X\)5+>)SDY9L2'L#S6;(G7[ADP59&9(8P M6Q$&NI_[>OVGJLL")&]IQ3U(R^F"R1OJ_RM(GS0=4'[49D17<<)=N\Q'K)3 M['X$6+W+]A*>\Y*Z"Z5VV>QZ89G83<90!PTM_+MGO S)%0[7G^*Z7_PUAWE^ MBVTLFYZF@FO&7%?W04L#(ZXT64Q%3U._?.=+G! 9':Z@H/"6(F%D MM^XCG0(U$J/>9=(HY::(L&WP)?5E6PR:NR9KOL4C$G3P.3ZR+C:9]^[P[ $G M?G9P<.)FO@X,Z_M@MX9'>\>X.VR3J<:_#VBQ!OSC:]BJ2XQ4-Q?J-8>]IUM6 M(_H2NI/@(]10#&>H-:A^8U-9F'ZUQL?>@ MU]?;.)]Y@S_GZNI^"-+UODZYN8.8+=H8V1OH-HWPH?)2C#8W?3''?"_'&_U$5X/9H:8X19X;_B9U>@^,F#[1_WVT M?; 3@;6;I-A'HDRX@V)%G7-*,W*.7=O?0?^.72.^IU^W#W>7\I$8=Y^QM(!$9V4ZC4N8 A,K\@WWG(G+G T>;C""S&H[WH%[R2X0 MZDL(+(IB%J_?O] &R@+K97NT@XUHW>QF66S;.6*[4/U760ND9>\>M#-$R MQF5*;62)P=#8:F9PLJ (46M=UR5H=85B-;-ZTR#DR:$,/*K);B 1GD:%^P82 MXX/=L$:;LL%NV& W;+ ;-M@-7PR[H6M:;PK?GU7A^]'@<'CTM.O> M-Z3\/$AYN#\8#C\1\_FQT/*SQG X/MU@.&PP'#KQM6<&YG#P"5QN@Q+PE0_I M<'!VN '<6/-#VCXZVD Y/ ]C=[6P\O.HPCT\^414@D>J!S_"(QJ"C#_?'-)Z M']+VR>FSK69_7B8'(0'=W54J"]]@G'R]#5KOBW0R.#V_:]>X>]^C![8I-K=E MBEJ698 MN( EV8,6"@#0UK>?#N9S?/SM#A9K11503SH!2J)DX3^*,JWG%N<%9[A; *7M MTEQ=_?]-7$6N$*7X_^R]:W?:2+HH_%>T/)GI9!V,$3=#LJ??Y=RZ,YV.<^+, MS-F?9@FI '6$1.MBA_GU[W.IDDH@,#BVP:+..KLG!E2J>NJY7S5XJ KQVZO3 MX=UW!2:/C O%1-6J#V9DPX0$J(\J1"WX@(M M.SCD, I/>5OTYE)=!A:N1%E*=QPC7D2<$E]L6WQ'7(%_Q,+%2Y,)]JLM)[0, M^><)[.=3A.4L;7(>=?*& ?!2E!NT]'L_Q#H6N*XK+"ZB]'E$GP^ <\"M<(<- MV=KHON]3+D\K<]W-2@^H9\"%\JN-QF,1;ZX)LF9"T+Q$!744YHS\ MF?FQK!"@MD@ %ZS:P<+%:UIE$CLS[O;$QX(5Z!PY,'>"XCW7N!]E.YS>$VN' M\^CE.4LUN$[M(+FWUC[Z=-CJ>L+BQP8YMJVC*[=Z.W_H7I$-#4NVF>',BA%+Q%(G1U1+ M,RR3A9_CL99:8>%'1FM1TC=U$NZV M-,YB^G59I2S)_!N'*VVYN(]UQ'NN[Z-M5Y?V ?A*[ZII"\8EVX#4[CGP$^0D M$U+GE[@4FB3VL-G>@2"6;3*[U^QO_3A@_PH7!46<.O3D!?,6(&*2)3F:)SD6 MCD0HQGY:+NZOZ JV44\0\D7A;2=0%Z+%D?_29<16Y]D*B\JRE4YM'/[$ZSER^] M-6*NFM9.FL;^*$N5/1MM.NOV]%/6(I%Z'K4?L71A;''6?S:OFOH1BS=VA]BR M>/LC[]XB>+>R_D/I. =R*G;(1G[W'416LK8]P6.3Z5/M_?"[$W]CIX-8!]#< M C7E]'6K4']2FS7E]/4H.C;E]*:W_!5#,IM+ M7&J>A=QI-^V]%&OO']]-FOI6"-)I[J>:OWX(\F.\]#&AM16PUOE+S;C?'7;Y M;\HY6F!P>Y;;T9@8%PKN8ZX&/5E.*1E?#3B@,2EC^%!%LV_$*/%32J%?-8@_1-+&XBG'*@)D.]DFW05;MURE*9 MB=0YE0]J?=R-0M;0C=Z8C"]@4@\9=Y( M_.PRGVV;L@ >%NQX?V1P.^57)_!FSQJI' C\4HX0Q,4!?&/0=V1^>C3Z@RM" MRH.3M6PZM:=0*PGXV%AYN3MFU69./4(^HK>].S9]?"J!7(/(QX'(P[HC\E%G)+1;S8')2# 9"<>>D6#; M)B/!9"1L@%F_V3'X81(2?B AX'Z*K7T\[<&Y MLZ")X_,X&M;XNY?Y$^&\_2;A5D2O\:T251$;6A=PJ)6*H=G!NE@"&BU@F M,A1CW"E,[&.>A ,D(1)N"*-Z^P&)!!8[EQHJ%P)!EPIU0M5;HX"4:G'#J1'J MQ7P8^BEE;10)$?DO &[Q1"!1ZZ"BWCJQD]'1KC$I DZM!?2W /]N*13)&I11 M'8&<6% C&VSHX -\%M8U7!=%B['?H9-FL= ;6]Y[,ZO\\!I^F-YY&M'W^H?6 M.V\_<-!I0#$NU9(D)Q3J1-)@\B=LCL;C1*34FX2:1'+$0^+=,L,JD!';D=I] M.V]:J;,Q3"(BCJF:=W*/GO7M1E=Z>)[OK_ODP6:]? 9V'F&RDTES.9[,D2>U M69/F4H]D )/F8M)3YF+27!XG4K1JLYAT@*-*![ ;PVZW MW@D!!I6/ Y7;C79W4&]4/NK<%FQ5;7);3&[+L>>VM ?-.TYU?/+X;G);MM+I MNLU=&Z@9!#')+2:YY0=WF1O3JVDM(+,P[P ^Y(P1V6=CKIYH8&0WR&C<8N($ M3NQC@D.21NXWV8]"?[QAC:(PX^P49Q%'06"ESG=JUX =&6;S(%H(84V%$\@& M#YPZ(4?"8 )&Q5Z+% DOBW$CC]AMX9G=[FOS%:T)3I<,*<,'LV+DQNDHRX,9 M;7TP(P#OFN;)+ 6Y<9Q1G+DI'PQC\-<^I=T%T@Y#&^\$LH3AS@@3O"RX"MLM3N=TN32NXR2Z;2D];7C0C1.YM?\7 4:MCM_79X/ MBZE7I?N'771:-&<)8+#--I<>[S>Z&Q^OQ-95;%*9430:1LX(T]&(&_ F0)Q M1K$3+WA/X>+T!O.ZIG[,J"K$?W'8V"\^:+;<<"4?^(0H6OGB!OW0 1AA"Y4_ M,R=. 5S8?Z1 %KP*FBX3A7B,',3]OY: 4SU.IJ;Y&K_(.\%[N_ S,"H8TK" M4FC%,]Q"Q'JVX&Q MU2A+$PSDXB -09U *.Q?)'4$?NI/2H%WV?H#H.3'PDTY@\-*,FQID:CY$%K+ M /D#W(OG3Q"1\M8>_)5LX=%]4:25G*J6%/EQR^LWL&=%Y,JD$MA&G/GYS!/X M"4!,&]>!@>DM(/J(>20R'L\Y%QM.O=R6I C(E\+P''_'A@QA%)YB=P9J*:(N M@Y)KT,F&+5PX-Z64;L-!?+FGRGR,AMRJ1";"JQS+"@#R"FKAQ+J)XF^X="QF M$:8M-+1,$QWC%$(07C;7-R&I62#_0TBI,D0D7X4[#6$GDX7IPG \L?0GM5D3 M^*]'>-0$_DW@OYZ8;0+_)O!O O\F\&\"_X_C.=<-F'35@#&QTJ.*E;:'NU;O M/;%8J4'D(T'D@1DU4MN@_^XUQB;N;^+^]8SK=IN[ME R<=UCBOO;IA_#T<;] M'Z ?0\GL/_18WM:1N\+PW28XGT3C] 9'/X",RFOODT62BIDUL])'3E&@YYS@RCCZOB,HM]R(@:&YTO#.^ \L>.F4:S%VGFM M:#;+0M]=&;ZQ-@(=S07&S;&T.RMF=#0MZS:0J D CQ==+]ZX G3*?]#&7KB+ M$4T<<6%K*>=-$'S@_JX==Y$O4*J.+]9?(+S3VJS)I.@'O%6DTE@,@GJB=DFD^#^ M,@EZ1X'I-8V'FTP"DTGP"+[X%3O&J;)C3!SVJ.*PW5[-V^(;1#X21.X?8,S9 M)!3<5Q>!9M>3-!O[MHJQ02+CRF9H-/4P0^33&"&._S@+C=: MUE4#'SA/H?0K$&U^F#KAQ,>@H),D(DTX'< 3J8AG?DC1PL"_5DD+GOY6.40B MPYBX^#/SYYB9P&D*%:\1<>@$P>+4 S$:1'/AT:[G6>Q.2\%\+95AZ64!NB:G M4>#AK((XNA:4"=&PQED<^FD6<]+%V/^._TY*71+4[IJ6M27@'K%KP-+D!.W- MMT*[L<6%4M;#EJ"$K6.' 4IL&HO,4\":,2CD?3O?]+>12"EG'C MIYPQ8L+VQQ,)?U*;-6'[>@0W3=C>A.WKB=DF;&_"]B9L;\+V]0_;/V0'Q1U= MW[M:-";Z>5S13[M;\^BG0>3C0.2__670MMNOZHW,NZQQ5\%_>%?[Z>S"1+"/ M/8+=;K9-A/+((I1W8P_'"R\3T=W[+M_N%&>\P5KHZ-NZV=_+8^1Q7CS\=!YA MF;0,3?+$][7#VK'O."V0);#7).$NWWJPT@_=+,989WD3[M2))QB G>&L;SI3 M9#T#PXE1?Z$UWN?S[*]2^(""GB^.)D3Y >[;CZE1/-SY+U'DWS=@6EL8,"9L!RB8":2*0)@)9WPBDW3.3N(\NI&9"D"8$6?<09"Q< ME-141JA,,Q7&2R-K(DTT/8AW.1?A5XH;8>SNMXO_O?@-EIKZ. CI M4U@T&Z*CCY&1YS M?5DP^BY)_1D\DLA9V53U" #Q$^MW)W0FM-9/B?763]R,QAQS>][0"18)_ BV M6KP<]N3Y>9WI%PJ:TD\NN=LVN@UW["/]^#)]Q7,A.Z6G J.WJM!S_7!G$T:L M763N26W6A!'K$6PQ84031JPG9ILPXKV%$=N=H\#TF@;#3!CQX,*(2ND.HU!L MAN=3_N4QQE*7#+@[>63KVOJST^L?5.O/!PG#'./%MOOF8NMXL9U.\P![BN\_ M^F*DNP&" 8(!@@&" <(:()C(Z?U,#EZ*AQ5=4\=1_(#-8XM"R7P\[M).G#2- M_5'&0389+;T2H0_;PABJ#(Q&(6DQ^)O2EWZ29!P$O8!7!;31^ZZ8/,JAN(-# M&XI[**'E2^HR!?03S83U7&+QBX85BO2>\#O9[O1ZW4/+_)GXKKW<[V# M\YKWF#[FRSWOFZ"]"=H;O<< P0#! .&AXM4'TZUU8SCPZU18XR@(HALJP.6H M$T[O'$=Q.J5@,(4!O>B&!GB>;+ /3DHAYV0I@&RI<#/%?=$^?ZF \[C!+A!] MS18'*.\2[1IL%SS9*28S:':ZW0<)(#W09OOW&4!:JYL^5>_U-G&98X7->L_^ MCT*DIGY,XP&^)P]P'9QYVY76T.1M_]H'Y<*3HMHT*WRH\Q^VA5]W)Z7!X^/ M8[MWJ"TWZ]!8;W.G,)%:$\'^IR;%2$+2#\/HKAS]"BL6RAN[#2&%;CH7!6$"7)T2D'S]NM\^U9 M@E$+'OMZ.O9>;J?V&@&'AXY-_G>-]#_8R[$[1O _,+EOE2UZVYFEHT9&M2U#&X8V[C,9^0 HH\8Y4YOB MK)8G]M1_(XAN0!0[.*!\(J0O#IX?.0$.+.=N&_R;A2\"+\&)ZC4&3I+X8U_0&';72:;D_+]V OSZD>>8K\7VQ[K^(AZBCK /)+PE M%K,Q%:^,?GD^GH93VMP,7"0+ 3T"V)U71(*PG8M\;8$KV*_E=^&GF:-/R^AM M/RP#MXW;[V9 M9M\QQ3._E02N!6^^_\0GF6Q$F7HBS!;N5@7\*A9U&P<5HGW>[C[@_BL9Y][Y M>ME/O8][I8%#[59+)4@2TDN&"]^=Y%-/5PX^0D-]E<70*.!K-@([P M9YX8I?!#)[5N0'[CI"-/)(! ]"5\XJ"]KC.-J? F/"=IO(QJ$KW@;: \@@J M?;) ?PD!!5TFS8.\W&<=6T%OKS>,,'T&HE;=Y!W$= .N/YD+%R$?+.Z+Q1U* M%ZX/K$9_=;YK,2/30&OG+/VGUI/J26W6--"J1S&"::!E&FC5$[-- ZU[:Z!E M=X\"TVM:!&3*IPZN@=:3R')9:[:LJ[TBLR5UOJ\;;&0J58ZC4J77.L#F,J;D MRB#R[BD9K>$=>"BKODOI6MRY8SWN=9N^@AI+M PH[=(/8/ALW-A6%/'I9G%'/D#P-H1@'$?S:OFM98@'!V M MBHDV9I%"^*!X#+M^V_5N2-X<-A%)YZPLM<'L0TB2+OQ@\"RR\R4]RI$T_@ M;%KH^1+LW*\49L/0Y&\7_WOQ6Z.\#WR[DR21Z],S-WXZI0@UG8H&1H6.3-L0 M4@0U:#$ MLI)P^P1S#]RHTE(&4BXZ$B$8NRG\.NY Q3I!'">:#Q.1&J-%MRU MC'^!Y\8_/PG,5 ]@[<3Z$(;1-;W7>AU]QU"C]=SC;!1,F!-!=(/)1@Q^>_CP MX-]IK^N/S/O$5:: 1927KT-8[873=$H;Q@]PTV+#C0$@UMU83'DYF F4PT.$ MCINJE";\ *%\X:8-/>W0!6[JP/4NH9]TH"2U3?A"S*I *DS.D#?WR+FC]\P# MEJCW<5D"8,UZM#G*B6_#,C@.9>+;TZ!53'.,/6J.&5EOL]2= L7%\X@HMK"3 MK,"Y::B_)X"*,:$W\<,_,\""\0+7\"4[![+'=+UKSM7U$S*U ,=3R\GEQ?E? MK>5B%U'_8ZBK[!1IJPSY^2G,* M#\1TQ!T3AOEDODQVKY"K*2 4B8&&=3/U89-3!TYI8?(9/.E&98QC(-TT%04?ZA1@<12SLG M!'6&]H%7%(6-JC2]O:<1PIUF >A*^\PAS$9 Z:'4 '.4KJ88EIP>W$XB\->2 MP+)8ZFR$(%&12XT_I_J.,2C!F$0L,4HCMRLAK,^@@5H?&M:'5,PL^Z)A??&3 M;]9[6#L"WG%JG3PP?+;W<1'$_BVLF;,@Q!L!2.0\VAFHGJ1^(CA^6J60GQ2) M-/=YVRG @0-C"&[+ZW_?$ M]OFX?E+DEU>SCEP<@24-LOPV-0( *=6(0VBWOC6GZ>PO MR>ONFX[]^G6O,^R][;UK#5^_:0WM[KN+=^WW[==O6^@*$IC%Q^\>O>&5A2C MF/7)?N.6 >?':+CV6^L-5]RN[_W]Q.\,^[VVUQUU.MUQ][P_P.I.J]IPY2D D.G6"0+\!0SWR6X(C$7WD_@VEATY:+EQWR.-6K-/*+P>0)F\+5ZD.LC M'0MK)F-DDJJ"'#^&A9)L!D81V(,A>2&D*RP+YS'P&H0,%7BYN&LRV6)8FCVZ M6*/N9#$:V;H)ABJ^6A9.(JN\P.C:=\G[BG[*<Q5U MI(=CE"6P6I)[T)=4JH9NBA$>Q=$-2) "^#X[C 'D6:B" MKY7FG"?@'J(YE?7"1<,1"-^H9+0!^TIS2SWP9S[[>MFKD,"3,;"5ACHS-4'( M>,MK3]R0BQ,&8\$A'QA_CX9_"#=Q#4JF$S(,\N<9VQ?T\W@BJ)&!?$>Q-/X( M/2.%^PB_KR8$0),50LCI:X;Y#Z,X@SA!K@5V WG*T[.*Q8!L*#39Y>,05L%:_+PJ*B] -8L\ M$33*)T*K7/>2H76>.RL< @ML0. =.(D<1@0W _=_X^KR MQP7/YQ83\J?.M>,'SL@/\/7PZR0;H^.6F, ,>P'0#N7#X83O6OT>'2Y"I%R+ MC)<5(@+&V$$BYO8"C26$@7]0)3\0/5,=0@<)*+7X%PFC]^KG0'&QPB<<7#6) M 6>\!KD:U>YRH*K?.HD;^_" C,#%Z-&22"PW%"#3)#+D'@M$.PMYS/RR7*EJ M*?7 1=$H^5SQ]AOR(\+K0C%QN))7\B_A,4/&-"PLUK8F8"( K,!$9D(K6AT0 M++4UD>N/\GL*;8 \)F/;?I&-70V/\)^1,7L:=PB"0;_<$.=A68X&75 M2DN,-Q?)S<.L;D?;E$&A=;]@M\J=7+6/<: =_7+(&W/FUU@F>.(/X20B_6*% M%%U%;$K'#M@JTF@O%S92VC$MKE?AFJM^V:>>FM#""NR+=&VB 1 11N^>V=WF MP!K)_@5HHX"2VECI"L4Y)=,H3EG)X?932N71NDN1PX5ID&)UWY72^JS?;!7O M 4U7!'0]S'SU1 &@Y@3PPD%%!EC*F_4;JMS!EBM+%:=HJU&D4?B5327VR1;H M,JU?X;C6;_B?M]CQ #4#2L:0?W&_G@S,B7V%.'B;=&-W0AZZ$[@'$(!S5EHC MT+I]S.,"K)I%H5A('89$#BHR/C5I(V^8M $PIQ.#T2G+)ODE9M:$E.^)HHZD MD-9>"W[W-?;G%.K]!>YXWLC[7JWVXE+:B[YQ()PY]4\1[&$/\8?5S9F( =W6 MG.D%R]+?G84D5WPA_V7W]-XNU&.F5_28@8V43_)34CIY(D(?I$M(N\(4I5C, M'=^SLCFU($OQD&@I_5NP5P-W&\U)HX2] YL&P4V;R2OLJW;4:]UQ1]C?JEBX M;2MY7D3E81?B.ZHO6/A[AYYD=>TB];:<\W%+FMD-JEFR!]RS=K.]+ $X:0(= M/8SO$C,DK51@OYZC09:X2JI9(K5E'1$V O?%!,4>IZ5V9V77@'9D^O= M865\Y,C Q+-^KU?JQ/.LU\X_J.FMWR[@T3F#L7%"#FPLQN8AY8+XFOGWS-;D M\Y)3IY3QR029=X-[-FQWM$Y6&%[A-E0G'W,63U)JWYDPO7 MC=%^5FFDS'[) I$&0+X4H->),I)*?. U=\VTKJ9@LY(]!AA3G%Y92<0($8\Y M@Q)NV$K\[QS[E'A+Z6.T5A[]R0'#>6(@MAK*V$'>"@9([DQ;U4B(UNC],IVA M,&7@!DJIEGIV6KYUNBC5M)1=?>HTVDJT#F<$Z[5 [&HK[0=/-05ZY/'1\)LB MT^L:,YL%P8 N!#2LK)9)O:3%P&5?9),,^ N'_% 4:-8@AA>#K#-@F#&8'>< M$M_-0F)V JW/ZRBX)K\BFS=CQU4(1^QK0AP-W4#(K&/INMWP''H@X::+Z+R? M)!EA(RP"2\&^G@T*.J*5TQ0C%/!/N9B6L#V*XI@FA2?:\[8FNN'_)\Y,G'J< M;N.[ GW;8Q'+? E8(\'G*5H11$ZHC@ ;=87PV,>%GX, \;#QJ">)*S^2"U<+ MR)JI%KLW4?R-CJ[Y721A:4)EGL&_$E%RC3DN:&J)6W(H11&)6!E*>9LY0&<9[+5^4:XXU5A1]X5$-QZZ^A#I*Z! M&%4">RJ;D>^*&@.3(R/WDG#Z.'"'G$%)9IV0L%2N0:DJ:;X\/AR?F';([.X" M=-J@$"?H3$:VG&[:;@,O![&2. ^_'Q^X9>NDBR89.>[I%4 ;DZGD4.J*R:$T MC04ZBL)T2@DI^/GO#ERRFDAOL?&;"J3DN^Z@?VV6$CB5R9'DEO #I&;I'OH/_.^2;(2TP( MX_F(1B">5;:,?*!@4)PRRSH",2^P'PG4*A(HOKMBSL&I8JL<5 X%-XOEJP$% M01?C)@E%3T*Q#[-ZXK'5&ZWF1R*;E$_(.4"$1 LADA? KP)TOC[W7Z![ Y4. M]E]X(@ $B1=:A$@6RFF-O[<+;_& MPW-K/]G :O'!YSX B##E(:#CQ#)Y)!?M57#0^/(MS!U^0W8^!ZHQ!SQSIT74 M!1:G2"1YA&X]B@SY>5N?J7.0OE6*FMUH/B]-.5)U$D*A@@8H)PY\+,T M@&/#E\H+J"MBY$>+_8D?4AQV\PU)&W:3CO!:P%(AQPGE\G]F3HPH6(U(MTAL MLAI=%KD1NNYE4&4+A&J49DXT>"D'&UVC9J\CFJ9L6R5'!2G991S?0LVH='/O MLQVZ]'\?)(9S#%J:6R':;@EFC;@R#HV7H(+%JJ(" _S"E\5I&[%'TOXVB(*H MY;OXC@85R('60Q70;@::$_GS&[F'?=5"V4*!UE,IJO"IV$"!2);UGO5K66O% M]GC!#:A=!.MKQ.X*&U+E JB4"=YGI:$GN411-+7M]MC/O<^8#OG8[?9!(O9. M,97]!L9JZRHC66 ]_*:DNM MKI2Z3M"*HUQ+B.0EV3WE)$&0Q5X@ST)F9QJYW_!$KAY:L]L[Q-;JB^)+OC!I M+JW<'__,[A"4>]+Q%+*7'8>,J6+N;M-N_566RFY"X*7(3..6-YYO>F-OZS>> M]\I32S:^M-/:]-)^N[?].7/OW#(9^>LNX-F@7X2?-J^_D>XPMF[?=FDML/+_ MNNSBSINDZ,[XE%*P2V^APHUU6UAV@V]R>;-/%;/R5-I<21M!'W=CR9N5_X!T MKH(7QVSE:6Q.FOFH+&(VG>0,NL=[[1F66<:60OEXYLTMIV19I18,2Y]BT$F+ M0&">EA:?A=_O4Y5Y-FSV"Y:D#[ AE,FQL4A+71YR5$6J%Q7-T!(XG^M,3+Y9V_H?R>Q4\)1Y,*0LL/TBASCE(&!9@G^%'] MTA$(+^Z0A*+\WY[5'W0; Y!@TB$IL0&SE3$.2;K)BAQ1Z=@@.SJ:[-@M+:)8 M3A=&K6:WH+"HOLE# M)SX*$ XT$&?0?) , CUB('?EY%$%+Y*F)<=^(O@7"%#N'+$H14.U=%C2B.:5W[B2]M<8I^4U1IZLQ9N0:CG53,,4&52C<6A5A<3;;] ;K$OB68 MV3_7=5U5*<1_Z:&S56\MAL]FLI9MR<6@099OH\;:K&YFV'U.P_(G(2*C!7PJ M_"8619:^M#B2-,Y<]-A@HSJT$4:9SR$FO!FM2O$I4&,Q6.)YV3 MB?)MZEWQ\/'V>:%Q4@ZK]?Q9IYCRAK;[/U%5H5Y#Q&(0<]4."SNQVUE9ICO( M5\F]U)0L@&YKW,$IJ%UL6ZVDIS$]%B\5%=!1M$(I#E10!W@+ZB'\ &PKE6M0 MRFM=$BDY<#6D5L#=@IL=I%NFS&(+30#/U^NO7%)?NZ0EZ*Q 7&5P52Y?2N92 M\5T92\' !WK@@,7A3:1+D%>/DEM.I**,#&NWHX6PJK?D5*E\L!J@AE6!]H-^ M 8H\&ZU8F%EZ0&$)A2PE=*8PFE!V@O@^]V/.K&VW^KU-7GB4B^WA*AGVM/V, M2UH8"CA?1M#VJ8\",*^!L4LI3,TW,\YB&,-M^8F,OS#;@@VZHB2$=AB:NWX\ M[?+47ATVLC@5JUM$B+-U:ZK_Y5GCSC?!&@EZN^$O3M!B2P#5$BZF)3@5X81< ME>9$QN5ZY=@!+037*<"OLL04G2^;X=L;X$Z".1IN$)%"-J)*WQC[9^K):)2# M"B_/8I6'FINP.*53P#K<-%:( M_U(?.VN&@67L7*AL7-(Z)3JHO!8X5((.XR!'D 0?3?_83AA.'_$6?_RI(APC8T657!:)XNFY>_EBHKBA5]%%G9%\X&87WKC M(\\OAY@ D.BK'FAS'TM"P.*P>5,"UMBU%E!D!F^B.I*G>0( NM!72XBY ME$^6@6(MWSQ5\<4L::CRTI$HUN$RD\QE[C"'NPLY*:,:XMBS!U U!VV2EPX M@4+\O.035X&WR6!F7J'&E812=.<=.V3->MZ >;F[PY+9@#0@4J$*B:7.N]S< MH:%1IUOJFU39+()KH3684[T3NX+P1K04R66>MU*PU%!)=)AYA5'9Z :Y 9"X M@A-EA*AL>C(S5<@B+VSV?,SO\IC@5/L]U1EU.WPJE2\C=P61G>60 O E68(< M@6KQ(A#B"LA:MS]5M-*0PIU@K:?FQOGYJ79%;Q2HUU$K]"Q3O9@W5[)"S5 MC>VI=L?@E (A>84L:F#/6H6TS3LH>7OIHRZ+RI><3*MR6&K]2DQ(Z;32;VE] MO__R"[2 SK-NJZ,'JJG;(KSN/;!KE_-]I0N/P(6&);80CJ5^K0>-4_1)*\5+ M]FZ'S>95?" 0XU0/Y&QO&=6PKG)'/-T:.ZDVX=D@-ZM71BZ$(E6%6E1-.RP% M8QUK[%R#_DVBC)&&$^"]/S*5SCJFH$EX2CL'"XI[<)0CR56(2+W(BN5Q(T7_ MZ*K:G**.&U%)U>47!7G+KP4%XE-Y7Z33Z,ZQY7D"N(D)%-;-4_4QQ=X!2^)$O41MB+A8 MKO9?@T(T4RVT;C&DMH82UH!FG/KL"O_:X7X".CP&0[M$L/D]8]N=*148L;/\ MEF+6I67;18AK%6;=W>:P%/W>P+NUG_XH\^YU=3)[ M-.:MO?9AF?0@+RV?Y[K?113(C""&=5(%["U5 ]1"@5D&F$PA M?7KZD(M5LBZZ2/KATIB&G-=HDH(<+GQADGMH/FLLCQR4BO#S%]^5@35TY+2> M==J=RN6K."K5U;;[U0]L+:CDS90I82NL[Q91#Z+Y2N- WQ._?F7MI5C6&K5^ M0^QD/'[H;F/[[,_] V8,Q;WNT7RI7[!_O?SCRK1,1TU01]+RTLH1 M]Y6A=N4,SG6];O0B0:3:CFY"(6/!?+<\K8:29[NZO+QO\"L=Y+QI/_!)!_H; M*D_::IYK=ATYJ'@1#@?@J_?)7(IYTRFR M$4K7LN4@K7)&Y#K(;+&[3>^V5N=WR71@+>>$]+=V^7 ]N^1WT#(W;\N[H/T4 M&1. 8665HR+=IX*K[DG*[5Y]V=/TT'R:CW9O['2#TD^&_X]7ALK(P!]M].2':&SC:9!3XR50U@WU/'2M6X3S< M!L[E\N]B/WB@S6G8>CEE7MI%*J Z=B/'#<(M8D9\2G;D5AP4=BFSD?AN4VX0 MIK+CMH/#U_6G=H(DXMPV=7[M!M((V0ILK;.:[ZW52VQ[<#VE@/%N)-(;[!8* MX+!-^E,I_:ESF.E/CPT'Z;;H6=%RZ$(B=-ZM?[%,2I3H67SK^9ZLJE+34Z/E2YCPG-*$H%.D6O9P3O;9FK3?.BT1""$*^*S_-J!X2 MA,',9UU9=4"*;KC/1M$=666'^(+SF)7'3,Y00^C' M--*R05 M+;O2WE/5:7HRAB&]'3S^:&F&O&*V"H4*B".*!G /B!DW2WGQ9?&34"_GAE:8 MDG',920:59V)-(P.G!O9854H12F5WNRE[50.?7^$-ES[#VMY11WTS;& >KS2_KM!A["75O4XO,HE;4AJ#& V2EX$"5*PE*[UY1[$\I2!." M:1JH6KH+:ES(]\8U][*$,5\\RE+44>2PR/SC8I52NK^<(^5P0T8WFH24PH0G MD2/8%6$7Y=:]5?VK2"IZD2,LE1?'"$-O8Z6YEJZ3:ZLE'39?,&=!E"(CW81% MA4GN"X?-*]:=[Z'@6A<[<:W*@L 55B%;4"M$N/"P_QJEFZ.,>\.A3GR)\$$" MR9K;=ZD#3$EV;:1J7D^XG,\@MW7R+S0@WH!-^>V$1WP1>]!+(<*EV8OR^DD6 ML+M)Y&B#+-4'^;"*D>5\5IP)F6]%KEN!8$K4K;&)F$YR.PW9SHP;,TJM(!]G MA@V1 )U1F<:D#=TX FN).F*7!&%[%0';>1P/JX\OJDP'-;],Z@14$+.!>%5A MJ8)JT>'R*W0 W27X361[I]%B^YL@)LM0"&/%=[AL.1-/@YX^ M*D&ON=R'1*C?@#$Z5M&&E!/3NXT2Z4J-W,MEBNJ+GZO*>A^ S[))^7N5+8H_ M^,JC3C_(^8S6\R_"3VY$_.V%]1R97KOUZO7G]_0O^]4+RPT<[D:QHO3X6K-: M*KZ.\RIPR1I1B7< VQ>6:I>>N%,Q4PV=+'B/4L;2.')X0J&L$H,5[>%P6(S+ M0'$BAT^B8,^;?\>27TD66'Y1/GMQ:>,%RRNVS;T!<$^^TFJQ]'O"S0=R[;'* MH& ?C7)@"70;\YQ$EBIPW(M9 O?D.7B%?W *'/6:&UL2V-3?@8"=R%T /Q5. M(+67G-7GW3W4PO0K4B!)T90SK:0#9^EG[,.X?0>TDG#4S,K1PHJSH!()D?+.VY*C1NJ3ASP0;F&2XR?Y;A4Y5C2P2&E-N=2HA$JW@^E4VQT&I M?.*JGO]T+R 64?)?1SC.S/I%UM\6_JQH#GLOH%Q:E+HTETSF-%,VW$=$):+"%M#0^>@G']2&Q6E,*EF"Z!/@I*079 M'*LH62UA=*R&J=;!G+P31?4XRG]0UKA)[[K[RVDA1X;%')[&6#S([&D!B5IYXKJ2Q^(NT0 MOG0USFT-#+$*.--FWOHQ\##5X9I+RFTF&S*\KP4W-E]:! Q8#42!D"3;R?#EM0A9V*R>QIN[FNK"$/4668\IYI?R(! T>U\GD M3 U4B61[$HP/JF&KG 4=\YMT3,3&J)E*&R1KI8T^CYHKVM$O5#C*;U$17O PJ9+ILA8Z+&ED5^T(J\^YOU<^](@ZO^8F MEW+1H[PJ//1Y$??21-9V,7--30%0V]+-?,(=E>I,N0BK7VQN#2DQ)1X]*#)$I\2HPO)2; M?Q=+\=X3<8XR M0]M A0OIH3@SUWFD;SEWV\#<2^<'(:B#'L?0"?Z)=\BI]L MON5#RHV(I02[7%+EWD0S+&OAS)B\95,].0J&8<91$%"W#(MCS5H4'UE W@;% MU6"VK/ZZ!\I]KP:/A78^ PUO+21TC4)BH&CCS1+Q4_WCE^[X*\EK0R'S4&O@^22QO!_GGJQI*0F M4=)9ZJU^U[&;O=[ZKUM-^X[?]3KM.SVY:;.VW>QWSLUFS6:?UF:[VRU[1L3+ M! PL EG-WT\Z)X4\)6'VLCW_;MGSU,+_/6>)J2D&*.J6&0;SBGMGV4L<>T5R MD0!?8IP2!AN.U\+#G53\M'V^#A2O5A2C1X+ LM"J!L'K!0/A,SP>>?QO,+=* M,U>3%R40;8D*:V%UIY]*,85"#/&+%&E+@>=I@?PKIH=M@71;'?FX0/<1"[31 MOT\*H6W]KW!B \F[0-)&J[1#8$0@)@:*=X%B!Z'8LPP$[PS!WZ-81NRJP'B+ MJ%DMM'-=(<;C5W<%4)6" HN<[">3DP!TN=180[,6'R3DWF_VMMA7A2\)@7W: M:5;8A!B!X5JCY_:+)2?)!B1?=[GK".7>D*)E;8D:CT0YU8CQ;)GAW-_Y]7-3 M*NI!';PWZ%4K[O?)%:P= 6$0V2#RK@>W^P.#R :1:X#(P[Y!9(/(3Q^1C69A M\+@.>&QW#I4A[VS1R]8Y3\MH?ZV&MY6'C^6F^Q.TW-L_8KDO7>+Z,,INB%#) MA0Z0&EN=':FQ&ND?5'(<]Q4-SLT-'?8-V;M*-'-#CWQ#E&O:?F6NR5S3_:J M2T;-TU !/^?=]K3TOB>H]W4>,&*S%:55W/X3H31[N*O>5XWI^_08U/R*SG?5 M^\P-/?8-&1HZ\!OJFALZ\!NZF\IWC]=T'%X_.?.:^E$_04VO:SQ\=_>W-X9# MVUB^!WY+C4[;>&(/_)(ZC79[URBLN:3'5OD:K>[07-)A7U*OT1EVC\3-MP_X M_K-YU>0!@-SA2.^(MMBF&L!8*4OBN64;4_+ +VG8,C=TV#<$EKZYHL.^HF[/ M\+D#OZ)V[XZY^<9=MBV(/\IVI3B.C"= 4RL\)_QF33(']*I4/$D_6L_XT>[N M1]N5ZHQ5^=A79.^J 9HK>N0K,IER!WY!NRKHYH(>^X+VR...(SWNB[B.@FLJ MD6#=;^RXW)*6^FMB;\TGJ/KU3;+I^YH,?F<>:" M#ON"3*+_2/;8QWYNOUAW\@\TK5'.UPUX@"9VW<"IPMH_6$NYC M;5R?EK;/"78IZ>/D WC$(79TL' 8VV6S==#\[F7_M>1O.;)[' :7P\?.*9K4]K MQ4E^I:E\,0YO]@& <%A]/"@-S89[GOIS'MT71)EG3:.$!C8X,8T(5L.X*SL" M\;196"T?#)Q.<4BN]A('=BKOFV/5H8ECAFGLNQJ$B^@*/#-,:;BIG,ZK-N(U M$#8NC;>^IA'0:HIW:2:NE?HSOQC33753#O7%K /&=K?!6(+(!&YS@O H $] MSW'*\@R8)LW*1JI/M"X"R#B2U*%+6S\ DE$OFV4BS6 XN+_)?T.#V!/FH]3PI]+'V MKOK8BPT#E)_.E?9OU[X*1<<:(USAVD#KBIT;N#XG0$$(+!B'W9, @*](S*%0 MV91TIY;2R;D">]9A0AW(Z7PM[/]-LWRC&''OY)(4KB""0Z"LU"=_GS"CM6VE M3B S8TK2L/]\WP;SXN)Y+T=*&H)!E,'Y MP?]998'? V2OA8(WC:*;8?*4R MQE.(G5$$*SJ KR!=8E_P,0$O4V0';I0%GN6,QTH0%4J$9!ZL Y/Q5[S\%7X M\BN*14,*'I9H3A*%\-J%!=)1:B6E19,,H*M65B(2CCT2@2^N!:M-?&J>!I]8 M-P!?>/D(#4LQW6C&$DA6- V M";ANX"0):&(,WGRC7E%:CM "A??4S>)8L+3A_!;E*@J,.;!RXOR@[3FP,=2]KXE: M&I*KD.'P'6P""8F14,\Q*@-'LF$['\:2 HH5Z-'\MPUM7T0=-- BZ$8^213AK$R^6WVZW\L9W6O@E6AC?T9/1 +,3,0!'OSY M0?HLG@T&:N?[=%F\:$BN[N>#!D&/!TP$>P)MUW_+"W&"!&V*;\A3YS[@*6$, M(EX6BUW<'643&_$7F6=N#4O*81E!RG^U$)&V%3Q!@N2^%,!./V=Q:WRH#W9- MM.)+!*WOEBYN97XF7=SE>'Q:UB8N-*_#XVU["[?UVJM9 _G'WN7%>C4,^)'G M>X2BS))"9/7C4ZEM@Y5*>IP&>585\,<--&.106KJA]07@%SX%PZJ$[!KP&XE MU5)(K2@;Y M.>HL60R&PWHU7@*KV^:Y[JLYE'*H/,5Y] =EQ*95/.*,0%4!";;VD96AM7O" MB7YO*=M3^^\T5KN9.Q-Q.H+[_7;JC&&S+YW@QEDD)V=E#@3L9PF&R\=?SW*V MC.SXWM]/_,ZPWVM[W5>QUWS_LC1W@#9] :"L=NM4?M_G]Z[9-'Y E5C(NY MK0>F"R/K2S)2.V;6%4@4^"-3?;_W$#:*$L/EBA'+G M=W95??&3;X;[[;#+PKB;$SQ)50:;)P;FD"[F[(.3?L 8@/O2?(00BD , 48H* M-L$>3"0 FO*[--C]/0ZB&T87QX^E\UTA5R)E/NKKY&J!CQ/RXDNMP?'0N0Y_ M!AFJS2K:Q 3(-RQP2=S),M9J9&Z-T-^0@!FI D'(C='#CTIW"!8;WS)%F7)' MT/)+R_RAF@3*+(),! "8W",[TK10?RRN?;@S #%8*V2UR$UCA,MUT'O4 )TM M<;.$0U(W?CK5T!W0-%@D*>_%#\'*87\J.L;1$,<@#?EFH0)\ M@Y\OT)\GI">#J&%1A)F S0&68RB2PE?L,-4VIV\)_0>P(S(Q8^D%D>Z RB[)70/&)'W_>4'%0(M;62=1O*4>[2B0A)>%<@*QDT-^Q; M18-^).1#L#F@=_*"RCW4CU';/6#4;[-8\3/T.EE@$\'9-YA_8*]X1'<%S='] M3"*XU7"F& 3HL_.(9#T%4Q/ T)A=9-32@),-*I;Y&OMS=/=9OX"TGLO0*$=E M2_'@PHO?XVB:V"HL1I1WQUL(J3B0OM#R M.WX"'7T&]X5QX+>"C$$G7EA7'.)]?G+Q]BHY><$P6DL"TG=4^,4UX2@%[K8G MTUWW(%QBF#:W&&],7!#/&$]B6ZM@X6@UV[9 MP\9*/L'M^1)$:#< YF=VN]E6^0T;G*GC\0.?RI_V9W6VVU.)T<<^&15K)+4DJ?,=+&[J-G&DC MNR6=K-_%A=-Q%3WP4M8MA+[,Z6*.TH[RJ"V[!=CB M)*!-SB/@Y-9SN]GZZXN"/Z[J.*R8D#.";1P&MA,63%J&!S9A3223(D?I:K3H M6:_;S>-%A,*==A% N@,*7VZ R \)4$H(8_FXE5A<1;M[D7[:-NXN\K1%ULJY M)R+../1".A6Y:F38=92!E8PD'1=)?PYPTQ$2-ME*>BY'V9LO7?A\CRIW04N> MX^P3>DAY^P$)J ?]VR@(G)BU>K2TRK8\**BYSG>KZ< WM[*KG"E61!_44:I! M(?&?TCTYQD[>BB!R\U@'^4:>YRP/,.E=%D?\SC7!W!<F]4\!(LXW M@8;WQ$';C2/32^]N% FI01Y>YA"WA->I@MR0EYTD*[YC D1)KQ"4)"7*0:Q%F^'89L6$3%#8K22LD9P8ZAC"_T0<$=F), M%$%8W]/"O/."%:_"#\Q=$4[@TUM@"%O\-;I!"[>1YS=L85CMA)Q3!Y-@.'T4 MC7/+!X%:!,;@L.0NP7C<3*3 =:2Y7$%B5QC<5FXO"1G 4FDR$R\K[GEU:SXG MRCE2L"5\.2JK2KL 2E%5E\ 1Z(0E&Z<*B5!/O$9&3$=B,SR'@^Y-@\U?>"K/ M ]%A,]3*GCB4YD7>-3K(RL?4CU>8JYRK$KJ2LM6+&AK*$V9('R#1?)Z)+K.( M>?V5G#.ME %H[C(/7;*:*K,_]-1TS>-%K_"3Y3/\&@&H?\/_2,:@>>:8 4FT MR1/4=D)"'YE[GG '#YP<9%H)9RA**G\ND?Q% VE_GVDF)Y7):AH6X%UI:%!/ M.QB]BP*Q&@E4Y6.A=&I6?:;E^,@$ZZ*S2[5^YG$ZSP M')[ C Y*&6'(%>X1D\JAIW+T#S.5X[&Y3YF:%:EM)N-%8PFS;J?0*NKD_(WE MX."MD<#:20&5-$#DP*;,"A#@@QLG]LK1=0;BD[JSQ&+3=E&'S M(^HAVF,A*N4^EBF"#(MBM=<$0U*>)9.><<]YF(7"4:7T[943K,L\8-CH9AS& MKV4APJ9\A T"4)DRB.J-LC%:)!93W$=*<8:+!BCTPV7)LEV5FR!L4\<@I:N@ MD5L*)8A([VQEA%0:\ 4VD+)U^:\/;T_180A;%1@*E-=>V":YG8\)Z8"D8(K ME?*AM/1?!+@/M@U%L57V0'50N11*5EB"@6*]6N^.I@S =^ MLN0?+B#18/<:UN*@L"K;FW 2/^9<@BG8[Z52D?(RY*-> @]PJR+0G$YCD1< ML5_D=R<&6L[]RUKU8X^.T]\IR'MHEB@A\KJPR$.BI%[,H#BS_AJMQLI)5B+U M:XP&1!.@R&>=IET.?W5[>>R@'!AH;*KLHT=M/7*&'_1:]HYKV4-%@!4Q_L>" M#(4XA(,*B8<;=2.0:%A[I!%0 _V+0!(-:QYD9,2 :@'_4$QK*9\M&F%; ZK_ M8):G,3?J\Q.43*-"5OO(NBGT1-5&RCFG$:ID'(DS$QS,0WE\L1RV^FLI1E7! M3]E%K$/O]LC1VN 6673H\$?U! LY&Q5AJTZO5PY;M3NM=>@R$BS7=2-7.JEC$LQWS(T=1YCMAXAYN\*W MW($@]^)R'$P)C\+]$8N)G[">S/)"YU6@9,^(38W]@)D;)N?Q2\!:O0A#+"W[ M(AHLG[&)S[\JV$1PMB]AO7N^]0?^1(_*DYA7;E@EF3 M"5^\W%"@NPWG>+6=]ZFQZ6<(RUA@, R""V9-Z#@V?>N0ZD(2RBP5L_T;HG40JXO'&'4#34$:!, MPT5ED>'R.^SR4Q0^MG+1MP\?/R] PWR#WJHH8&'Q.:_?,>BU90%T];X+.KT- MP/N *ES[/_/V.TDVQTYMB5+?B1_A%ZB*<$V-ED_#E532:7?%/D/\C?<$B4*O8SB\@ 4K]0 M(SN%W7X@-N\Y[]'GGC12!17X2OXG^[-AB6O2(D:+#>JCA9IC#?V3A-B?LSC) M'.ZHR 6A /DV&ZU"?MD*1>8O65UOL#YGQ)9 M=J9;[!Q3XNI1=4_*%:BEH 7%%>,]E3* *,R.]L"V24H5%WA@][0CP_Q=AW&! ML1\4["07M2X1=(4^]$6!;HVC\3&S+@LTX7P<:L/)Q8]8%Z9J9I52-W, ,>#_ MZ&]/_$E1BV5<68LJZQD=*)DK7$[:C,SJQB_VPO]_@/<7J=^WD-9ZRAH5K!WN M(W9FXB:*ORD?V@.CSHZTL(+TIT0'DYC-RWSSS\$2[;S8*][+J@.2..05F?DI M1CW@?JZX"RT"_S*>.*'_7Z>42O0U%HYWXRSX*:J'K:M8RO4*BI$OJ14:VZC0 M$+;'<"R*6=83U@D/Z97?R4N%,7#L+I=PG(EC!7GW04E9*U2Z]?Y-AY=26M#Y MH:4%U8,09>4"(B;%HK"H = _\&?4NX57V$06D=LJB.T^@;TKV-IX'/CF$"Z5 M8W@HG=EI>"+J:;? MISKC@V^?1H+$NVUQ'FF*+^ZL>">RY3J%L+ M]N&W0G_)6AZCI_&:#IYS/R35I,('$ZWQP=S: MYO013[6YG9R3>=3\F#/UMI67ZU".QYUHQ276 M ^1MCODR"47ALY:+<$G].^ ]4D(_ESWD*<\E>6$]__SFXO+UBX9J\5#DQ!3H MG&CI:](6]G8ISJY(P.+R9@H9R P<,8HS)U[PL^TN/6MCEBDV0$C8Q9R%?V++ M5LHJC0IIQX.NJO9[4!=?+;5?4^4W0E/)[P/:\OH$/'F9?_O+H&V?OTINB:3H M@9,[L5&)<)0AMQ+-N[L'4P5$BD;Q2&YT,GSMR0^'N$[8;YO#@_NQ^*I[(Z(V M(G8)F5>!>X>8"1(8L1$NND%?E+/.3ZQYDG,60VPA[T(88S)]G$]ST-W0](04 MDD5N'5/Z&O9%]4MCX5%702TK/'!N2A/?8*^4MAUCWJ/T74]D<\><]5T5S^,O M(I@.H)>E,MTX7.@114 36\GO<7A;0*;'["W+%XFMYAY9JISD/' :-['?! M4*=784G*B%+Z<\<.AB>2+*9W.]0?^V8JJ(;J+O2,@8]"Z5JK<\FHASJ_I%3> M&K,%SA')VUWM1OOE=K2%;U9KHH]M7XBKB.] (MCA120Y1U+N8+F EE2@-4RY ME3>5PIR\)?@;=]/0KP<7(\\?5P;J;9L3&8L%8X:(.!38#@QSR_.),K&;S1!* MKNI*6AI$5" 9C5[$UKB.?O6C7$9I*O03D*UOT3G*O840DA^+D $G]-;&2+Y0 M96)W$!G8GE=-SI,X+.?N,2Y4\X"BK;'LB)(/E<+6$&M$.$4CX",GSH,HE5HF M)5]\EP?(>RU4,,"BSPY\(^:4B:"5%7'Z0D X_T,@*AI&(T]=US^=:.FY_0)) MEKBG%(?$Z41(VX8C^/4GF^!, K,-!>;+Y=CBR5WA#KI8V)QF,04[ Q=+K5U?[ )38D#CD8 M^W:%/Y?E$N5))*6CTK:Y@&GFP&&C,*C42IP,;C;6_0F:/LO 55[-95CBM\\[ MM\"SH!89=R00Q3@PCAO>I3+S#5;/0K4; @0([40.9\D2G@&CW?32=G+$+,-,;I8[LQQ BWATA;HD>WX9'>V]_=9:<[=.- M9;U]]_'RP]>O[ZR_.;/Y*^OKY3_?_/K.^OCQ\[IDTL?>X57JS$!<>U3]%2*R MNUEZ('NK]BG=,0WW*$/.P_4AYQW*:KHG^XU3'V8E#]CHW"KL0]&$Y$ (YV!* M>.Y0(78OA6#G)P<1_J^V:C]??/DJ1]5^^/!4DQ6VO(GSUL&7Y-FM9I'T@)7< M*I/^DC/E$UGO84S&G\+ MVX!#61X(/(NDGUX=QMV\$^P=LD5LC:9.43-UA6!@ZH$1!*\8D<, #2)W]TK: M0T'"+=E$Y_#9A-W4> -&2$28&*'_\&S -FS@:-A __#90+NIT&-A7=Z$@$-3 M?TX]3J33^+4(!2@.Z)GB[^ER?R_[([_(YG%:?B7\) 4<,FT 'I:=M T[.1IV M,CQ\=M)IYHR#> )Z?H&A)"4N\;4TJX'[V;#!HG4U,O;( W..CN$":OD(/S!:ZABW*]:YSJ:7-RR@^[+0\?7IT%53[F)LNF M7,<.R(9.*S.[@Z J.=-*E#+!B9TT 32B4EDOSPR$2^8,6,QI+.II&O1WG@@J ML2DW5K29.*BR)]/H)JRKWL?^,?T-MR[8L;59&B=6O/W2K8;4\9:20#-S;!HFE&MPPGQSKOF3,^>=HKCDQHEC MG#P/2XT6EG"P#FU9+\RAZ@N3&E0M)1L4:(&FP.$*I.R.*B^9% MO]7GJW@[OF6]T?"8:;U5_HP]-$NJIJ#SUJ&VEYH['I+0:2#&S&-TF/V1):D_ M7I3XT*F]OXH4K,!I]_T[!&P%W 'D):(WL=VZM@J0M8CFY1^LI%*Y$:Z:SS!7\LJ^:TU9'1 MB;R67-6ZK9<[!@-^' .PEJ=@L$4?#6#GA6A)5'4XCF%#'BSY:L%L%[+(*)0% M:WE,(00T2OU2_^ZTPX]?2UBFMLFD0N+ ML]G/N]=V-MH-&OR@ZUEJD*%HV#/NA&39RT$6Y MQ8?RV_C,BEDBY[/2_?&8*V!I].4-MVW%ZE$+C2,6^;GG!Y@[6BW8UD%.0\8) ME%',CC]SN0]XN86$I9+T8D0,NM8VR4^\+:T-"/^<_S?ARZ7;QOXI+-^7B3:W M/K6ZXUG$U?WXM2>N11#-V4CUR2#0MN-MWEY8UI M++P($G&##E2^P@V^"L3QUO#5;WE41J[W4Z(4-_;0CWT<,Y](%8Q[0ET[?D 8 MAHH<[D=.ITZG<91-9+K(NS<_88^9$<@R@2>>K&T4)MDH9ZE7L5W\&6OO?;K5M->_^B&90?]YGEW ML-6R9[1EWC8 !D'^]Y/.R1)G?MF>?[?L,K"1^ZPH' 26/72Y0EA(EZCU*4/? M6HX^$@)/_'!OB9?,2]4]]W]_0%,GF]-'QN,'.^2FG)C_<2I=7M+Y^FKO&[2F MH-3^_625C9U=Q.X4M/3D3'@3)SX#)N^8T!>3K-.W_.7-^WI/VT5I*GY'^M7J0V!<)=DI_EW#G M(+5*,=0\$1RM1HG?-/180WH"* MG'[$+IY[H+M]P*"+_+U6FLL7E8J-[@2T/D:+W!.<9[B"6*-K!^HR M_+1>_+1[WNT/3X?#4_AWN]-KIM]31//].W3VUA]UV_S^V^#X<>FW68[K-SMXI MT*LG!7X@)W46BX8<1< ^OHMLDB6I)9-HNPUK)-(;#)V6]1J2@Z *801=$BB7 MVX(854W[8EQ(^N0:UL>/;_ 5]*D0AIIK1JS48]H=G3AN(^KS3_:_X M?MK]CZUHN;MW6A8/1LO[4\;7$/(5MA2F_+UV9PM:?BNR%).KK==.^*U,NXK. MDX9.P):AX!I2\'FKU6L-!TC!G?:PW5ZBX-[>*7A\C-)X0 1\7B9@O2:)1HL0 MY7YR9,CM(DDBUY?3NV&UU C>&I)MH4:?=X::]U?OZ?7HE$ M!WLG4;^>)*J$HMT9X :]_I),'.Z=X/ZH)\%ME(F_ M.W!Y%HO#7B$.5XDS,=19=^HW^I)GDH>=IK]7K4\ M[!F*JRO%]<@M Q1WWN\LR4-[_UF203TI;@N!:*](Q%7R3 Q]UI,^-\8K\]P# M>__I/P\7L#P(B=ANVM5>4Y-@=T0$U\D);O_9/C4EN(T"\5-T+9VFO669N$*@ MB:'0>E*H5%G[-E!FOP,J:__4!NVUM:RS[C^)9U9/$M6LQ#5>T[XAN2,BN4(- MW7_634U)[A8S<:&BB/V2D;C.;6K(LY;D>8Y1Q ZFJ)^?#NR5U!I[_[DU83VI M4PG$UMHPHM%!CXCB"GFX_]R:FE+<-F[3ELI%51)QE3R-C5AW^NRU6[USHD^\ MY161N/_,FJB>!%KX3<_71!([AN2.B.0*S^G^)-3'4^D2H-;E3Y[(V(:5MGXV^A1.[C1_80[OU#4BVG>NT[?VGWTQJ M6K:H->I<&G&XU'6G// N3C+L%P!D>R7G(-AM];PV7#D?K'SATMP:>]@Q%59' M1\>%Z-U_5L]1TO$FQZRA:T/7=Z3K7D[7^T\%.DJZQIP\0]>&KN^9KOLY7>\_ MW^A(Z7I]@P)#UX:N[TC7YSE=[S]3Z2CI>E.EM:%K0]<;W-I U]U^I]%Z;O_#*>Z4IT,)^%P M-_O\55(95)K'?B +N+%1=55,:95H33'WD5)MD7:Q_R2INE)M(2M[.[3\.J-I MAC^O3D^4:WOSI.6(X7I'?K#\J)B*WB$6>41$&6KG^D1 Y)-ILY\:)R M7N,CPY7F>I[;2^BB_7<:%Y@R$:>C6#C?3ITQ;/:E$]PXB^3DK#R2T@]/EP"[ M#!,^Y,__,XK/?JYZL1EP:09D0N7.\L__4S;KJ$/>F^2^K(*:Q MX9%2;9Y*UME_]F==J;;0_/OMREY.G9:ANJ.BNCS@U-E_ F==J>[>9.4RT2:& M:H^3:O-TS<[^TS7K2K5%1PNJ"'P3A;0[])*8Z-+14^ @I\#])U;6E0+7S5EC M6=E5LE+-67L=1=_@:-:O48!'3*P/H=LT$]=J1<5W2KBR![AW[%$S$["H!R@! MJE6**&4/A\-YX(1,S7:KN7_;<_[B_]22FJO)$R_ NIR%_BA+K,]P$];SBP2' MF.)%$?%^D5=EO1N/,='J6EC_R$)AG5.5XN"%(=E:D:PL$;9;=J?3ZITYMGUZ MWK>I0MANJ1X:0*C[-U?_K"FA*L47"2_V71K51N6%_PS]U+J8Q$( >:;44\JY M<6(OL>CB>5+-"CV#]1I&X:F8S8-H(4!A]F,@XRA.#.$>-N'^2'9S^_Q,'@D( M.:?9_1NKTZDAVBV(UI#F89/F#ZC!-E+F<(A%!P- AMD\R7+ZW+\I&]>4/!': MEJ+1SR)&R#NA*ZRKJ1.+92(UE'EDE#DDR@0#%4N!)%7*TP&IYO2Y_UJ_M+[T M.33T>03T^2-*;>?\;%EB[K]*S_=K2I)WH$:MC,_0Y=.BR[O)S7,I-^'RYV#U M"%QU$D?9W _=TV_.POF64^K^2^^2FA)JI;/VMXO_O?C-NHK&Z0V2[)LHGLO[ M1Z]MVWKW9^:G"_0! PFC3]<0:=V)-)K#56/!@!.#/!T*PH!2\&7_A7IUI=%+ M@/U7A'V#PRZ5-(NWLDJ8%^@M,N196_+LDFK;/ROLS5&6I4+\F:#_L$2?^R_) MRVI*GZ\9Y)NITVY)GZXAQKH28Q_W/NB>S=T@/*6,HW;'_@\UA['A1T6:POXK M6ZX?@1172QAED6$;%M&*&N'/0U)^OP"1BM3Z&CO7(I T35HOD^\ZI;> HB'G M8R#GPK%K[S_MZ#'(^6 (]"(,,R>P7D>A<0_5F/PZ9'GJJBUFHKC1;"Y2X: # ML:# _><3W=24 I4C]Q/ _@W!GIH]$$7B9U=1X+M^RLZAW*UK*+*.%-G#O;=E M"@+L/(A"D7!J&%XZT&1!D?O/%OI>4XJ\@KL%XJO.LLTOHZ#%(S#<(3'&QHCXU6?@L['UCZ;UN[QJ0]5UI&I4<^UVFZEZ'$U$4")I M0**"JO>?8[2H*55OHMRWPA78XD4-]^EO0;R_!"(,K;=-ZSW>J*' 3'5XD"6S0R&E#UCNF[K>ZK&&[XVA9OT:'24[7^T]U^F^MZ;J: M=/_AA)D3+RQ[R(6IC4TT^]:Y]CWK0]/Z)4[*]1&*AN*KBJV MZYYSL9T;"\^O4*+;^T^P-/&]%][,#VEM3GF>F !TG8F_UST+1)J*V)G,-)+??Q+6J*;B^R-!>Y7D M+]TT0F]76U*[\789(E5$VN8!F1W\F](E"T+=?Z[6J*Z4JI*U=E:X#24>-B7> MO?]IMSML:?U/._]!:CS5R''_B5J>5T]5F3*T*G1DRL,Z5PU097_P'?5J*6H+ M]5I6S]^G;DVM59VR*UCX"?B*57&6CQ/=\)_9-9O/3 MPM&.0M).L[YH"J9;@C8:8.I;$41^F@KK;\YL_LKZ&F4NL.V/'S\;M#UVVO.^ITNN/N>7_D"&_@#%I#X=BM]JC=_\^P"SC# MM=4VR/ZDD+V=(WO[>)!].:O"H/N1H+NR!#OMIOW<=5\<#\IOP]^'K?[M"&\] M1QN3GTBLY\X+\J \'[T@\U.N9'=ZK09Z4^889.UW\+NO?AH("_.=L%LJ30-P M<&#DF\@S*M(3(Z-V3D;MXR*C[23'81'2&;6X5#>C-;"21^VVF^<] ,<\2B@M M^64L G)UOKKQO70J0:$_*%M>M8I'G%$2!5FZ_I$2AB?9;.;$"_WJL?^4B!__ MFMNXT?/V$O9J_YW&!>).Q.DH%LZW4V<,FWWI!#?.(CDY*W<%\\/3)< NPX0/ M^?/_C.*S9;)9OB*MHUBO3"LYP.AVBYN)@7I/ 7"!,T_$2_6/5YZ?S -G\=(/ MZ?CTT*MR!S-\P3+KQ/?QU_(4PV%ST.O@021_EB^69VS2&17UE[^#+WOMM5^W MFO;Z1SDSJ3Q,(VWEB;ZJ'K#>>3 MRS68Q_$/U?L>7L'<#R9U:X9%;R+8#;E-UZ "XY-+/T.)+".\4S]1/?2^B'D4 M@YH5\O@4NW7Z&PT9P^<6B&K<8R@O;.[8*A!-4QW2E!VY'S0L*GEX%>\%,MY* MW=J/3O.?#?^OK'2L;6EJ+_4TI;\E,ITBYKSL]!4Z^309^>4I?K(G+>[__.TO M=K_U:O6_'T(/57AXDV/!6P!IB .YL"+BEP6X04608>*D4;RPL,,T?NC$L1-. MEG()#UY# SIJMEC7O(N*UND^B(K6[^^BHBU9*':/D&HS=VLA;SO9BA&6?EH7 M6?!<*\ZIARSX'(MK/\J28&&-@?53)A#L0OI'\K2A+(Z1G)?8_@"Y/CV%GXA1 M3$5WLE/_X<&5;!B(34M%N /[1U;"B==KN]0:UY1_"X,0ZG/@$9NE,DRJ]XY$JX^/$ MBEO%2&>%8U#>NWV^)$;:]G#0:M45.R;'B1W;\(PK,4\ETV@?FRB9&K38 BWZ MQX86OD&+=6C!IDC[V+2+/PQ&;,:([K%AQ#>#$9LQPCXZ)A$8E+@%)3K'AA(S M@Q+K46)AM3NRI_?1($1H$$)'B+_]9=!N#5^M]L][_;HBQ_5Q M(L>F2@YZZO9ZCFHOY\./F-P+FMP<)YKL&A[K'(]%\OW(TKZW]F7QP/BC"Y&T*XM:L@^XKM _+6%/#OD8"M6^,L#OUDRF7_ MCNM&L4=-++#7A'7U[@W@1B"P8_RG*$%OA/1R#MIVFYHY=;KRD^YYKV?7%!L\ M4R-VB[4A!QT<#X,0ID3L%I1@+>*8<&)\I 5BN]2B=UJ[8(7IZ[?AAKBO7\?T M]3NBKC%/GTE.CK1.\M9X3ZF'2__89.?T2.LD=S#"S]?B1#U1PCQ>,6-.SKTJ4HQ#WO;^?;#$)QSY96?'A@'I>H0%M:C[^(15 1_VFQFJO6'U; M[76W&1KR2'H;P#UV ?P4A>*.)WA,O?E@5.3N>A5Y!U3OYJB^7[WZ\<%:17<_W0%+KI)D% M\]0"4]SW++6] SCM=ECZR9F)]617M],:>C0'VCL2TFB];6CNR9SHS=078^O= M=^%F-$CGMKG6"0^NA<,M9D#[0$WWSIIO8BM"%%S>I>]0]+.4W(' M'X"#_7-T UPL&EL7:1K%H5@H6^;">UA.-.K;F(DRBT;J91PKYPBGG(D7[H#P^B&YRS ME:1^FM$ +A [\&WDH]M^>2;U\G!=%E(")]_^HVG][@=!%(JD01_3Z]FM/[,2 M 2S "8)%PT(/?11;4W@FC3-!OPV$H*0W<&*8R^]*4N%X#>(I#+%-^(-?""^.LP W&HM)%C@\GICA40ZY+"V)/\F7?1/-9GZ2(-P M%( !H1QH3#!?/ZU/QF\P&JUVH\#@J!DN"0)>I%$#,P3@8@/^#9:$,[A2^A%^ M-L_B.:!F@K^$W<(O$OB?&>([7@(-?@-4PW_#-AF;&;_P%2, A8/SG^7IX!AC M/YXE])K$ 5Q5EY#D.$6[G> &&HRC., PG, C@+MRZ0)[<@3CO>5_P<-XK8RX M<#ZY5YJ!R8$G#Y;#0-.U'Z> YKC=:/S48TD'LLO;8HU;AA*+6"'&$4<"&)H, M%S)?E&'"<01\[09QA/$O05J0D43Y,BTDB0@DQYP63(4^C?A3CP8=^G+DX9,/ M+QYE3D;OT-*6]Q#5[?7MNT1UV\-F>[A=UO!NW_4>(,6Y,VAV6^N_OOMF!^WS M>]]L^[S9[FX7+[_%A2#11TV9W<5GR73Y.'F+@]L,D58IT^>N0:\C@!&YU0Q\ MUL(''2&[^.#NT^._SW/_6+3X!V!SUUG!]_7*P_>Q/D:X?^\_K:"7=ZPWDP=L-=A!]*.>ATYL6?M%2Q[+;'8 MPC_].$)G?\CQ:&3R>.QKR52V91KNOG=G6/8/I" =)[?>-51MF/=Q,>_'()@G M@S6'DX][6!+BB?/#BANKD\Q;CO$>J=0KI-R_0,85XHV$'0O"]W[HA*[O!/LU M6 XZFZ;N L]0"X%!:8+//\<^D,0<:**@#OGE+NT0C,%UG ;7508K.-;;G][- M?/=(:8F%RX7K1EE(F2FZF?4&'H^C(( _CQ0\1NC\;*CDY&=-TJR2BA$U1M3< M)FI@P2B=+JS?F]9%/$N JX:3(Z4EY>$[TN,;B?+SXQ&#B;H8SGP+9_[=CWUX M\R\Q;MK]=OIOX>_"FNKH]#WX>[N#"#'W=,RR;J^1.L-A3%3M8 CWV(-.3R]% M\2F"M"[8@@KBZVAD7<.KW_I_?#MRMGWP]V44PZ=Q3P>C&.ZQAYIA*T8;W#>J M/K!\W[ON=-QJEBJ_#2/L\+\)"(?WR_O5(/=J_Z,2"3:_]6LT%[#8D<8]3-CG MV#6>!Z HN$?8CP6P!A^;5JOHX5WI/S1B(=C%P^/0@P).#AIRCYYA^Y<^;@[\SX?)_&/1D1][-A+8>"LGL]D+FD&GNG M#YX)'4!XYJ .?[Q.],/;L#E:S8RI3[X[C0(GP0Y+7X1CO%M'>?R#4?WW&@=\ M'%HP'JXGX.':>SSZZQ362:QW@(E1.C51Z2,]OF',5(_X.,1@./,3X,S[59<_ M+L(0RV+_%?UQ'7F@+]0QB_()<6;3X7&_-/%(]& XL^',MW#F?SDA3E.S+IK6 MO_TTW;?&;%BS8K;ZWY4Q:.MGVVO.^ITNN/N>7_D"&_@#%I#X=BM]JC=_\_P_.3GO0Y6VQ]8 MJ\?J?OCT]MW_L[Y>6F\N/UU=?OSP]N+KN[?6^P^?+CZ]^7#QT;KZ"A_\CF-@ MG_J\73F5#IFRU,D>>\+=H$?3U':=<#>TF^W!W2;<;5JVW^S9VTVX>Q*>T=NP M_=YR(PYOFMAGX%]\LD]1\RYY$@>OBFQ];W?5O&)\V4$IH#7NN: F0(^M#Z$G MYH)&TEI?:.:MB(5G?_JC3C?^_'L =.TJJ49(<5Z&(W'#P8CWK@GW"BF M>=PO::8W_@JVXQS,7JQI+,9_/_G+[7H7+ 0JW.!_SIQEQ:A.B/THPS<.'@IO MHI#X+DZCMEX[@1.ZPKJ:"H$SVE/KK7#%;"1BJV.39=VB1M3MECTT!/Z4";QS M\O/ -@1^; 1^E<+_S$" )RC0+^>"D2BQQE%,,Q@7PHD3"X6\E],^PU$Q@ 91 MOV(# \,&GC(;& (;:!LV<-QLX$TTF\=B*L($)QY]"-UH)C8R!,OP@OKQ KL' MO*"SF1[/S$\71B@?)R$. M@!"[1B@?.6]PDJGU/HANC&Y^G&R@;0,;Z!DV< 1LX%.4PF)I9)7X03%#L> , MAJ*?,D5W@:+[FRA:);V8!)-;$TS.[R/!A (=_S][;][5QK&MC7^57ORRWI.L MI?*I>4C.RUH82,*]!F);25[\3U:-1K:0.!ILXT__J^K6T&*P$1+0@KHWQS:H MU5U=NYZG]E1[YPR3VKR^V?_C^$V[./ZU2+DF?^S'/X[:Q9O]WP[>MO??[.\5 M?_SY\M7!;K&SNWO\YU'[X.BWXM>#-X?%GW=Z$>5% M_"]-Q#1EZWNHF02TAE5 MZR:QE@M@.#;#CNOH02>.]L=TWZW=ZK9;/Q6Z_/+U6O+ QDN M*/?]F>.]5=@%[UNG]+[%W\Y= \,%UX O70.M\IDVV0AA9B-X;4_3W=,@1G%; MFEH,G4K<\9F=OON._1"?WQVGB5EXE5ZIH/R8TJPB8N(XNQ?5NVZ%V1J:O^'6 M3R^*.*U%?SR(;UHNN>KJZRXNXLL/4T9!T)U!NFTYVB[-XP2!=&C\^CP\= M7K[%=,^:OO%$5K>55/I7]8K#<;>22B?]-0^)I"O2K^:SW%KC-*?E$>]VEOP\ MGSNCTW(13_(GSJONIJDTT7O?BP/J=B_2Y_X\"6/RG#][G9G56 Y_YRP^V>JK M'-58"'>'_2F.*[G'*1BX$K#EE*37C"NEYR)A#Z=3/DDWF8J[WO\UJK;#])P) MQ?^X,$4_%3_^L;MS_/*G5GVY_"O)+:ZT7EQ142*IO7+1C_>I+;1!F0"3'O"M MI=6*7#.,#XL+T@XZY=HM_##I'N>6'90BG_P7OJF\-AXDP$K 3-U6"+2;6UN0(0275 MZ3F"5N&_)()*DHTO/N[]=QRG-W22H!^"GGIV73,9UNHM_%#21*,(XAF@#I.W$C.RY7RL(7.J6Q M/ED9:5WE:2 M8]^,='QB)+EAOU>*04>N')3/UJ8_CKO%> MK81<742-8I20W(EC\9\Z$64V(?!]%.)4>]9G"<#5BG>=H>WVAY-[WOA>BY-9 M*DCS$7S2W;$>S>Y^K;XXKG:J:'!TWO?B1F5UG,@XU,Y9J2:>:>?3/CIGN%;2 M:C[[J'''OR\](FU<21>?J.BZKF[?,/H("^.['?]ILH)KR(BSFN8ISEUMN9K9 M!E.S%IJ$_NOWQ=U$9C:^_$Z)Q$,=]9%!\XWGN#>6VFDY](I$SJJA)S/T;-R+ M'Y1FLX_F3LD,TX^C53PLMZ)!OZ*@R.>#*',P,7>JFWUC;4P);> 7']4?7-ZW M%CZ>[%75[>U,\ZLVBWC#']%/E<96F:HEP53 &*9;UV%77C]YIXIM)C>_GA;C M$W[$DYMW>I_ZW4\3HB]WT4YID\5=+%K$O?$<6B#^7^TKOU4 M@3P[WW+'^Y!TMWY1A0AQ"6#R+>*Z)5IX'%#MC"5_%/!<+X)K]]9BSP\CK9PG MTFP"(7PGT# J[?P*_@OY&S=E4E8[XP_\A2RBD=E-2E!21DTR#$;59I,TL453 M]?_\?Q(C\G+;K?_WC-;8838Z?Z8'+/J=*7OGDZZ(_?GUX[_FCD MC)*JGO;(*6N6_O-H\:9WU@OJ;-R+QV>EO1+'!EPZ^SM(S^T-M:U&,AY%0_UK M>NNS<7>4-..HKPSCHBB&%]&&CL]I_!J*BG0R*D:5LVFTN*+*+?W:739]E&;X M3'_H#VK.C=*D2997DF#\DAV7ZE)EKB=S=7$-G<:1).F/XR3HTCT;-^.+RO+I MC?T2$=58-"/YN!,3E,!%<5O49.: MZ!,35:I3>LRK13OR]K079?'^HOCQH/U3Q-6GSJ#?JTR:T6EG6%,K3_UT6%.[ M,DY'\*7?(=I8U<+U7\Y39L0P75L;V(B31U)Y9Q5;S() M$=1_/WF9N;MD.I]3W^"M%V*#^?KW1! )U-?R]M]Q0>XX-_&A3DS?\HH&OODW MWW-FF-?] ],(V:)/[5\S2E[DI9DM7^[>_<2MI>F@S_J)H9-#8_CSC?,RR>P! M*8WG9R2GN3V=TL7W,T"/1U:)R#'_Y?&"!+\LS@U]41:-^'OJ?=/#M).47K$4 M?8V"C "?F''Q@[3S^5O..^$-FW>$FC/O),W$06W;.IUS8.F9^L[FLX"6FZGQ M628\R9L3GAXW=2G#8REXM*,J,8'&)+B?R&BJ#U3!PEJ*P=#/]:M:2DA_U&%'I*-A)U73 MFUI-:U37N5VJ,GUO1&V777>][_*W?=Y\[W908=*T;$J'LAVRV#ZF]P$33 MX&X5=7H_E6XG?MX9E"K"Q$DRG#E=4M2O%O*-UQ7I)J4554^#K)N]TV2Y<2\% M?9,7IA1S892>K,Y_QWY!PXNK MIMZ/>B5&<[&1Y*<>.1* M/]9(?TD/<_Y\D$S@49F@6^H@9VD*JQ2ZXL>M_9<'[;V=K9]FWKEREJJ%44Y* ME:K4O4B\ZTK-)4U+QP]3!O#?U^0<77JE5EU!/=,?XP.NSULH!S<)L5"F\83P:#V;[0EI.]3F=DG-KJOLF!W&)U7F21IK?(KG/DPMRKTHN M*M%\]:815ZM[$:"M2?YS^KF,,!?:?1@/JQ56A^P"953W M[UQ&^V2P< [<:^I'-2KI\7K:G#N>ZT*?Q?&O2:(I,Y FB_4:JKRM+&H)2U<< MC>D)BZ[G:0Y-J:F62533X22ROPUTAKY,YY]3YB( RJ]>!Z]YJ"!ETEZ!TLSQ MKLLX0N29]Y/\LO*MXN*9SF4UN)+ITON4:5:CB8O>A_CHT>43"3U?#7T:9DB^ MO-IDUWQZ&Z6!/8IG76Z29_T.ZW :=?G>,K\]7:[HP+\Z_=GHN[.1GB00.:+* MN)IRX*(;[;J-=:X%+U)+2@(MO[2XV&ZYAI:()V>9WT'FTZW/+>YR>I*07V7] MC9,HNA?I29$-2?N M6"7[SE9%EO9#2?M[FLY,3'?8'A96QS=OF?RP=V;U["S_GK/\]SG$OBVR.^,N MR^"[0=OYH;5:>O(E4ISMAE>/T&?1W)MH?IWP4*GDSQ*@)MI+>6@\E8N:>AM2 M=*)_ELZ/S6V^UC22%"79O4@>H,E5P]$D9\M%FW]P,=%VAY<\:-5YDE(!JOMX MTA9:GNOP2=4:],?G>5^\WWVQS(AT?I;3-O,WS018<-DH=]\-APK+XVWSZ',J MS!#GQO=LVFU!T=9?+I\T;(:?LF&'9B[%JPO$5)9J>UD\1E_A:D]VLJM4R.4&0$DG2(CJ/AFEE@I; *^.D_^Y/>2D2;O6$ MQ:Q4_(*RF/Y7W^0%!,OO%)/1:5FNZ-#^3(]J3,[%QS:0) M,]Y/PL"V))YQ%74R?E*NZ.P\C;=>U&"6E);&G>I"S,LJU>2<[C975H:^+HSK MY5:ETN@B/F]>HN,'CF:OECSVOTZJ'/2N7LENCC$^R]1AM3@=CY\Z_#CS4%\] M"7T7DS)06M"S+E*MLF$G!9:Z MZ:Q3+;+UUTX[0:14:+Z4-XA7_X#I=*4W4:NY9>Q\+))[F:&O:]).!Q5!,&99FD!3'G3.R'\'2E*;_9 MQ;48S"V=TV566;V*4K?S,6JKI_U^&7 8CH=)E*62G=)+%X [/H\[1,U^F%8, M7-AXZOIUI/MOC6B6TC79P.9Z>+J1BR= MK9G2\1T5KDCX9:0J2KZJC5:RNW=SH44[<5+'K2R^9OSHL_<+%1AG M8KL$_"RN^W$OIRF?! YF_II)Z*&J:36>.7LGIE,1.L.DCY;YS-,2(9U>2B M M[8:H8)[.I'D>[Y',M>XU<+P!P,_=W_?+UZ]^J,A#K^W(WT6-;"(X-V)E6W'2R2G/M+,7E\)N/EIZ].R MVJGT3L+B\-I2.],4[&$G<2922MP,D9L<6+D?R97)EW ]_4C(.OJ1E#DU3Z 9 MR>U:<#1MU+O'1V^/7QWL[;3W]XJ7.Z]VCG;WB[>_[^^WWS9^[#\>]*:NQU37 M]DMJ.5 ,3\O"U%5%W+13PW99BXU$;N!GY-CBE7]2LL<_QGG#)P?@-3: M0I\/_<_3?_SB.L/SKK[XN5/630/EEWY9Y/K$;I>;B"5!5A]/$*C4"P%% N&D M4]GDP1-\OBCQ.>WGM?"9("^4(#=^#%^@.W[&R-WN^JW!(OB"DYL_;N!@;S>@ M]?:8FW5;6R].OH?M-?3:JU^J;O/Z%8\]T 1\E]W*&;C2N6-A,K*DOW7IA"<3 MBZ*T)Z3.1L7T339K&:1CJ+>8G%N]\7.;.:26P8S1]F/*#.XY,!FBM=Z'\*W7 M?D PW>ZE=]Z^K:MNWQ#T]][V-HOEIGO<=165#3PWDISR=-YQ.I<&92C_KZ&@ MO*%S]L1]F(($HUJD=9FE<.FU[[24 3[K.9D*/'S2W5MVI%Z:R)>91%AL EW]<'F:EGK%QP+'[=[M/YTO/_?Z MO5\'D[IKJ5#"F]03>SQT6U7VYY?J%QT3S[>*GC[SZ6'@O=;G M/Z>%NM-SZ:_]^2K=&>U.RMG\E?)VX]*,DQ>_%>]<>F8=^>O"[/4_O<)O/IV0 MP['[L/_IW6_JP_&'0W;TX<^+=WMO.H=?#^&[#Z_)T=G_G+[[^S4]:;__?/SW M7Z>'[9V+DP\'^!4YZIY\[7\];I^@P[/7\.3#X=>CWT[@T==WG9.___IX_-L^ M/=SK=D_:^Y\/SPXNCKKRR^'>X:=WO7B_K^?=P_B,=[^=?#GZND..VB?P!.]_ M/6G'Z\X.\?'?!U\/?]N'[_:./A[N*GCR]_\,W[7[.'WG<"]>V[8DWA,>??B? M>/]#=/3;G^A=.XWUA!Z=_?KQZ&+RG?_W/Z?FS'6//YQ\/OKMX//1AS>G1U]M M'/]K?'@6W^7KG_!=^Z_NT9[%[SZ\QR=_OR;_[^OKT6$'?GG5WA\=[OPC=)2; M,09 *#2@F"N@)$. 0P6)"V$6PQCO_S[\6U<FF* N(B +#"(((-#.J]1[]N0Q>[E1%"LNCZ,/)J1A8M?;^02G96CCX\M.] MVCEX.2E=NR%L-&O>7:%;I,;#\F!G$OZ\4^S$Q,^$N!0A_EG7U1C6WD3J U Z M!2A2 6C&'("<0RH)H=C0K6T&T:IT^ U*NB]%+6/TWC6;C-'[PFA-:;%8TR"Q M!TPJ!*BV DCJ!<#>.6=L5&5LQ&C($@5;1 M\Z.HLZ2#/^5YAW32)+40JVKD#'PZ@Y1.^TUK^')>:2A4K4-!N6TDY%OD=UN+ M=:/);UT*RG0)1/OM.!WN>C-;"<,C/\HT>!<:/*FK*MX1[*3$(%B& 756 >4# M!#8([K4@DF,>516L&F2Y9;0V1E6YM1,F _D^@%S39Z1P7'!*0&1="ZC$ B@; MU1LND(+6?FA/ECX,]UQY4J2V^8JI7=!>;#!8( N891Y0YA'0ED@ L=>$4.4A1%O;<3-K MD!&7T=D8[26C<_WHK*DD"!(++:% 214 ]9 #B94 <9T&;PTQWI"M;2I6MBV: MZF+9 (6D5,9GIX*KM+ZUN48BV4SF()M=]ZA6E#+<*4676>LNK/5^IE,>Z](H,SY7A M.54J)O"D& 6D@@+8)'A::H$2,L'3,D-5E+0)4>WGM$'P7*>G [/JB'^3%8MV MV65T#8K%&NV@6Y\^>7ID]@ IP)GBUJ&!)*\&E8@28H%&D=FHP A(:"C 3F+ M1"",1.T#X1:&?$VFTS+GLC;%Z_&,T?X0 9V,]C4H-"FQ'P6!H(8@&(X -0(" MQ0(%FAM/O:'::[BUK5J2D$T!^],ZGGQ3)"?U21M5M>[2P:SSJH)]SX]R:DDS M-9G+[MY*@']T=6^TTW/[4QD>^D3V4O18*7BUA[8N5@K7VPTB?:_3%HA M_M;ON\^=;C?SV7)\]J6N=@2FL**0 L@1 E01!B3F!FB$-70$,>?+E'K9J+H& M&'J2.:IN_'415WE0!Y'.47KR5), 24P\I05$EC&N4>:.\5IJ7(H MUB C*L-U\U2.#-<[PW6N5F OC=),@ "3Q\-$N!KI*6"17J'5@F'BMK9Q2Z%U MY6YDG\?MP/:JWWM_3;&S@ZI_\+#0=Z]ZAC&K#N'B%E(XEQ5Y6FI,6CCMN&X. MYLLF4^1R%/FUKM%(3X@U' *))$U'=#50%',@&'.(.J0D2D=T6X+E$B-/&+D/ MH-%DY*X#N7/E1FCJI4 *!&8\H,HJ(*72@" &(4),$9R.[[9HHX[!/0>?275H MMQ;+6:*"""&%'A73EEP%066?59@KB#14<;GQ+.%1OV=S]OU=6 [6]1/E'?8N M2$"PEH!Z14';85 5I1(B6"1J>D MP,AI%*XK*_"ASFM/!S)9P*HDK$?L4;K*/6IS1N*LN/XXI3_?I8UXPT;YM(*W MUS=7?G6P\_+@U4'[8/]ML7.T5[QM'^_^[^_'K_;VW[S]5['_^L^#]LEC=[+> M\$:Z><;NO?7P!@86INV]NQUM.MU)&D3N6)U[?#<::!M>@G?6YNA<7Z2,I-S: M._?/?;1&2W]4:S#7];J3IHR)3C4V M5L[D;E[>4Z:;)THW#]@I*C/1BDQ4.Y@O$&,0!A"2,YX2I8%TC #-O2664$8H M2J=*,&E2#N9SZPT5%_Y@[.>]HAM##HQ6$@1G%*WB%S9.Y\3NIJ+WX?1 M4S)^UX3?N:IB ]>08@6\H1Y01!V0!L<_( I19,YHYQ-^F7BRC;DW0%79\\'' MM>Z*,S^PISIJ)J;?_QC?Y%[RO_(IFG5Y>\S'.#53X1U.9/=R(KK,6\OQUD*M M(&$9C$*QP%N7"JH&#)3S#GA&1-Q^F#N M<;!@$>8DJAA1IP!4AP ,]#85+>>8$B^,*JM\,8X:A-WGYAS9[??*X9C)0?WL M_FBRGC&UD6I2VXM"RP;2G>AJH4*0DB1:15*!0%FD*P41D#8:2$8ZQ[1GCMC4 M+D;F^D!/&)_K.J^6\;DF?,[5"4BCDI_P:0E+!]8P!L81#AQW7A%M?4#I/*E\ MJNZ+S3FPMJZ@RAK-HV? 6HZC<, ^480K M%'7%V!DE]-8V:Q&^KNYNS>M5N8%I_;-P3:=G^V>^&.DO.8%DX]69J50/2J&V M]9<:V>7V>$L3W4)5(*24CAPG0$!>1*+3$*B@/.!8^X 5@HCQY!1&N$F%1S** M&Z.A9*C>+U3G.HFA/ @J"&!<^*K?K)$B *TYP]QY8:7:VI9B98VD>0Z71BL= MEUM9-LC-\K1)ZW[Z64X9ZR(7-KLK;2W4QHDZ1>!>,*"A4(!27=8=E$! $@P. MPBD-M[;79TAMJ'OD:4/U?GI:9JBN ZJO:TU9.#*(!&""E8!: >._B(T:AA"$ M(AL$3X60>9.ZP#T'M\:\Q\.?+]Z^*$:#>*].";F1_C+3-RZRHV,3M(UH%.V. M1\.=GON?OAGNV-%QRO<6[9E0XP6_]@<[UH[/QET]\B[^%,?#7DJ"RZRW M,NOANH*B(<.!* .$Y)'U#,= *1/M*FJ,@APYQ^36MEH]HS4[0)J+[@<(T63@ M-P+X'4>NV2[Q/BE1-BLTOE#GT?NC.U M)[M4-DS)*058]_UFQKHC8Y$%7PJBWCE"@+8T $JBEF(XTP!):!25CD<-)C(6 M:E("?\9H8U25C-%[PV@M3&,1)%I1(!1G@,K @3)0 VBTLH8PCG#J; MS_^W' M\#MK#,Z%T1O;7S.) Z@K@$3$H.:' *2!X\$,A(1IP1 MF$7TBA:GL$'@?6XGYTF!_6'/XV2P+PWVFC>%"\&) M3 4 ! /4> 0TL:D40(@R1!HKER^9R-M%#\.O2^.^B-?('ZWKN7WT--F>H_[T:R^##L_]SK= M_[LU&HS]U1H.L]G:Z;G=^EQE8KT%L1XNU''CQF%)4I5L 7EJ!\Z!4LH!;IWF MS$N!H$YKY1*E;N "7&:WSPOPGA?@?&>G:?*A$L @8@"%V (9D 16R"@.KPA5 MX<8%^)W=P76&YUU]D;[HO[W>FG?EYFH'FWF/YZ!HO!WU[!K%3_ %Q#*XEP/BD^Z._:M MXC]F\._MHM@9CT[[@WC?:)J>ZH$?_ER@5AS9]'_3ZPZ&PW'M&DY:4:UI489* MVR'^B(1J48%:1?S\W,?M\I/OYD,!&^ V_NH'?:>'I]2=Y_I263/4G+ MZ9L+YQ ]IIP(ZH&74 ,JB0+&. 8L9@@+(ZBS,M&6Q C_TJ (6<9L([V_&;/W MAMFYC<@1$YAH!%+:'*!:>2"9BC\&Q[$SQ*-@FHC9Y]8FHSWP>C@>7$QU'8Q; ME/*65*+433!J"8Y;4,")]K(&%>5YIPO_V*S0]E3^F?;N2GL+)Q(%]XPR[ "2 M6$95)976-5X"1;"$5B 4-9:M;4Q;"%^MKGLE5)"3_#<1M0]Q(#&C=G74SI45 MR0W%2-K4C \"ZKT&FEH#-)<$NQ AC7A$+6Y)?C7W_U%0^]QZ:^S$8:?9UMWB M7'<TF^W:1P)MH_HF0/>KN57#.A+4=H"Z<-=;!*.\F ME2ZJ(<)@H(0-@&L*+228R'22B;4D:]+YZ(S>1OI+,GH?!+US=<1K"ZD*$A"6 M,N>XM4"F^O62,D5DB."F)7H%>X(%(S=&)7GC1SK^TA5^4N0C.T,V7!.92G1: MM:56SV7/AX[MY&-.2]+:XB%%R"$4! ,J4\%J3QG0,F 0E/;8"XJH3;X1TL*K M=Q[*#I+F(OD!M)*,Y'M \EQ!$09*X9T%W@N<$@!39U)D@(5*$PN=*BE/2$4@L<-*BE#46E13N/-#60VEX M$%7%-775 _HHZ,WE%(;7I+H_MD_E&1^U?@"'2_UPPWXI[\QX2S'>Z\]U?25( M%8R(^@J+>@N@BBM@D)? ,&ZDLDX1R+:V:4NJE0MBY^H*3Q'R#^"9R9!? ^3K M1S$%PHHHX(TFT40)$>T68D"=I$$;C1"W*52DR,9 ?IU>&M%\/>A**:DR[W9M MNM!WC+WO?6\B[6J&?B9Q6EU_;+I^)O'5V+)QTOAA6=5_C1/T9+:1AZW(M=-S M>5-9=5-9*#"AB'1*DP"@<Y8)-1/J)NKEF5#73JAS+5TYY0.V'&@C4214!X&DT +H@\%<4<$]+ F5PI7C MI8TAU%*/__=(QX?&OUWGT_9_XA_3@=?N97U]F(GA\OM,;DIX?.IYO^H*]?/ =W4Z*/?+ MYXX;G4YQ7_O61#QP_A5MX@C&HYN_TI2)2Q4ZZW-1_S,-MR0)HCC#CAI":(BK MW&COI)90>8T@CDO_'P35UO1;I[/*.>?ZO0=FX/5'H$-\Q9]U][.^&&[]>V$F MSCJ]Z9 HK@R]RY-63IWK(7IIY[@\S#,]>!\AE'8 M5M6H2EP]IZ9R?XAC[>KSH?]Y^H]?II6O.KWRB>67?IG<:\)G"8J7]H9R3JJ/ M)RA5Z@7C* %UXNR9/'B"X11=!Y0'^[W!WNZVW_$I-J,@V/O".R1#*?KI^#$ZT$U M#?L]YUWUSSUO_9GQDP\(:BU3O^I^BN,NHV$W?,J3O^XV[N?;O/%SFSFD\LS= M<>;D:D7H-K#-2.U\5['GWX M^.40G\##O7B_]L'G=WONPU';?G[7_K5SW'[Y\?CMU*%X?G9T=O#Y:._H]/#O MPR\G<7S'Y9CV/Y_$GX_._NH>_7U #O$AG#DAIP[%LQ-\\F$''N+]^+U?XTA? ML^.]'7;2?GEZ\G4?O_O[3W3RP7X]^?KZ\__[>C Z["1GXO[H<.>?H$,JHQ72 MJ0L%*+((&*@-$(&%H#"UI3^1M@A:5ZO*QH1?,KEE%M(20RNV5V>][LQIGUQDB1BE8E>"CM+,4(FP U,\Z7[":G["8S MNST*N\U5-R.#%TY3P$CJG8&- ]HX"ISS4D3:,]Z0DMVH7+G9YX9E;#::BP[] MP)[JWF@UT_QY'[U;@M8L(3B:HC 0;2B#S&B.I$8;ONA'U%))>2,&X]CKBLVBV)1 MK'C$ HMF L76:\@5"TI [H3U"-W"9LA4M0:J>ETW## 45G*&@++:1L/ ,2"# MAB!N-L0+Y!SS)&H8G#6H3EA&YIJ1&:)%0*ED FE+ W;*&H@H55; J&\0E\V" M!H"V9A9P'S4,;3G 3D1KGF@,I$$.N,"\D=![C=36-HK6O,JP?;JP%=1J9J 7 MFD$*<=!":D,T=49:233*9D$38%MWPFFAH9+ 4LT E=0#P[ !&G$7$'%0!Y9@ M"_FZ0@L-BAYL5KV'ID01GG&Q&TV\EL+P F-)C112 2IO:76>.@-SR&&1V>W M/^N6!(>2*:@U,,I#0!$-0"&6^B-P%_7):/C1:$GPEE#KZHK0F+20#/BU6"%! M!4NYPX'%OY!4R!EEL>/"$.JAS59( P!?LT(L83 EZ0%#4U>VU M%PZ !<2:D M/B@FBB^J,RSJ,QGQ&?'7&3",*JX5\=PJ:BV1-EJNGEH",?7$PVS - 'QM2T^ M>"I*1P,V'E!%*9!.I0*6C@AOXW\DE>RE+8;7%=AH7G+4!D8]CL_]0(]2S,-_ M.?>]H1_^?*^ACM6F[R$I;8E2R'G&\HP]Z(P],\?+H1Y\] LD]=C.EZ>M?#VD M?V4FV_U*M%D)6TH)^[B0RLD="IQ8H 1-B6'& B.\B;87=5Z^SUM &6U]M(!L-:.NQ*]E?.WGDX^ZNB>?,QSE$IPRC"4H)3 M 6:B7XKH]Q>J[$O)K< & Q9%6U_^,&PW^OY M;JOH]&QWG-ZA*)N<17UGZ%W9F3XB09=8[(?B!TQ(J_B!0%D:#C\0)%K%P _/ MO4T=%;KWT@TMNX\>(WCS2IO^8*?GWOBR,79V(MV)$2_JMH67T!*E&*4)&Y\1)!*1W44#E44 M4$<8T-P:X*2BSG%,.?$I$HNIS"A^NBA^R%!.1O&:4#RW3HQF'E'F 0V&I],J M'F@54:RE#IY3ZI40"<60KJOW6X/25C?%/OG-]_Q =TM;0[NS3J\S' W*WFTY M2-%P.V.1P":"C!2VLR#&S&1W8K*O=:N"..^]TP)(9Z)5H9D$DE@(,/="P&AI M(!6VMEGJ#-@8/TM&;/-LBHS8^T7LW()PR@;F> 7O:B\]]G^,1FV4G[/;/SN+S;"G&U/*^)M7V M3*B9RI:C,E@W%RSGJ:&!!IY[ FC@D=2\B>:"Q'&784C'76EK&Z].9=EYV5S@ MKMU4)AZ($!)')(]E1FO3K86,UG6BM68B&.LMI S$K52EHIH4 M2 ,-L)B:P)W1 ;&(5KSRZ?(<7[@K[-[XX6@PMJ/Q8+&+D/_2&<7W'XYRX:K- MLA,6!+I[J@?O\X&O94D,UPT$)P4,$GO :&H13Z*V8:20 !%J*)&*4YL:'= < M67C",%WSX8:O?M!W>GB:P7LOX)W;"YX(S[2-B]4$!*A-I:JBC@BB"1%%B2#7 M#*=ZE1(C_$L&\-,%\)K/-60 WRN YR8$U X%3Q1P*EH/- (6I&Q"(!&B@3C& M.!--!/ SBS0H?YO( M=B[Q5_UAYKB[AR .XG6'_VB,H7 LVA;<,T"-\4!9H4#@GCBBO"485^W45CZX ME5V;S47R ]D9&<1KCDQ4( [.0,*" Y32 *@D DAC+7 DTC.3WJ UZ:L9!@W M%\8/9&UD&*\Y9%'!F,4=%S$7@.=0 1H0!<9J!113@5KDO;"TB3!>9^ABHFXW MVNBHNIOVK_0#>NR(Q3-N@O:0ELBL$=1^KFMW)^(C]3 '0XXPBT6T.ǟ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Ð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

    TY=> MD'#PEA92W,R?GN6LJ +I%@L]Q:5[]>WK]I+/]-7\ZMKTEOZL7X+?YZ*,M3.W M:!9:E#?0:?-)-_-B.<%AQ!0B"0RS1$$4A!QF.(JA2 .1RA!11-U3%WH6>FQ$ MI"<^-[*MXVL@,\H!WA ;R!_FW^4),Y.@T5UP_J*77]/[46M+\S)\9&'BP6_##$ZV.W=1[;2]$S[9:ZU"]!K0UH*'L%C%J@J9?I>;31#!AU M/*>!# 2^]X22ON4>/C5EH)DXFN0RU-C=UKOW3\_3^:N47^34E!%I%$M8-]E. ML53ZDR,P9G$ 41JFD*6Q@E);OAGA*I7"Z:#U[(BC6VDX7ZSVEY;.I4_. VY' M[UYA[-LDKF6%BTK8W:(HM;S^R-<:&I_,>7[006G/&H-]SK*_L1OA?*#YHJP: M^O9U\\]_S^5"/^CQ]:-\T:B4V;T4*1[3#+* ,XA,KTNF,@%#B4+,:20CYA0R M:C?LV*C'B%K5Q@4;8T9QZZ!$YG%G)#QR<568X\ M*!^YH;%/2HYW=V.F+]+$IW!->F6X[+=9OBR^?/U6.Z,#S$3 : H52LLXUPAF M2"(H!),99D&0!D[%2%I'&QL/;86M&C& 4EPWZFF'UXYQO('6,]$2 BJPB4DR.,CR^:,KH$C!^#S^+H]%)0>N>#IGB=(NF/ M >,247\A0$-%UCL"Y1A@WP)">Z#]L1L'#+AOD7LW\+[MPHY%+V512'FBUF[M MLRK>K>1_2;KXD+_(21 ))9(4P3CA"B(N&22R9/RO1K\#IJMM7]2'/9YJ+*V!4 $8'CV4A.Z+GM6"D MJPS#EI+LB-!!D'K:WC][?X\?T ;R^CB^8&Y.G_-(M+I^6FX?S@%T M7H<=-Y#%Y3Z;(YD=FBGYO8UK*B8H18BD,H6$F5X>*, P$XK!D*.(RR1)5"PV M_9)<*D!:"F#UEN^U4!HBRVBOOQK56UWGB@W6DV!G8_G%]&>W6*KE;L9^>FP. MXHQ5_VV8C@T^@LY,+9C8-6MJ>\#%['5=?G]^/]X"IP7#A]O]I!+ M1B7O%=B"O!&YE\7B'#X]+1,GA_U9"\0Y'%J6AK.W=EL4?M?+S*H*KK^=/:^6 M[UF^%/3WU729/T_E.OA+)@I3O0PP%"80,1%#@@6& 8MQJ 36=.64L&4SZ-B\ M ._?WMZ_NP9K(=U(QPIE.];QC5W/M-,0%Y3R7H$])'N(!W/!R"?U6(T[*/>X M(+%//D[W=CY\S)?R8_XBQ>ULJ=^;G$UEQ7373Z:3UC]*LGM?)3*:$\][/5]R MDH;&'D6Q-E.1U-MK&D 2IPJ&,F)Q&!&%"7,\G.PBQ]@X2K^6L?,I9:<)L#[% M[!O6_D\YM0:P5 %L=:@,*-.2\UF68:Y-=>KXBU(5KT>AEV#I^:BTDRA#'Z5> M@M>1H]:+'MERL'P] MNC1. ;X_2OTW4T''U*.@LU=374?J"POP7$?H5G=H!GV14TTC0,VKDCO5;X!I M4[AXJ7ROF\<^+^8ON9#B"CS(F5S0J:ETOZQNRY_*6#0VG_\]GSV\T=N+G<'G M)O2*T^(1\/ET6FU*=B6XTE+G_!'D,SY="3V:>2PMRZD68/[=N-3G30DW=8 J MH;0*)E6XH?.__E,6A>E?"E,9XBDO"J.*5O*)+A[RJB^GDN9(DA9;K_W3&N1: MCP*8^+%I)4MUU"7V!2A[7!5OP.$$U:J F6S\\I?\C7QSU= .Z+L6#[5^F_F8 MRJ()P1:!$]K_6JE_.'M;[8U ^L?9S%2\U7\I;2/]?@+*S45S4=W0N+G"=%&5 MX.%ZT[A^%?X"3&#G=$H7KS6*E:[F:%?0)_H@@?S!C0K?:6ZJ.6F$5HORD,0\ MD45)O77M9DJ(],NAL4NB/KY#0QW M_M3X!HZ]T4O318)/YZ9LDJD$O?E*C-S%BOVWGDKS5O#:&%KI,6CC2/:-IRB= M5I)L#= Y?N=PL3FMDN^$Y;1?Z69"%HOEI.KD]+MO91G('R_K+ML>A99.J']+8H.J?]C>G%J,,P@;VVJY9P>&.KLF;M)#% MM5ZE#'=/>)AE)*,1I"31F\LP3B S,7I"1%AF/"1IX-2/>??Q8V.!2CKPQUH^ MQZR%/>SLG%O=$>GY*[<'HT-FY#&=_>8][HPP<%;C,>T.#HX"KQC.= CI/; MO?<0K,L"A&A[2S$411FB@55_ M )O!QL;1^YD.\ZW +OU!SB!LP=$><>N9G_>J6X"&K)UZJYS!SJ6]BC\,A^JP M<@F6CMU6[,!I;[ARYAD#]ERQTV:W[8KE/1TWL?/9@V:L)T/F)MFWK"*1(*Y2 MEIJ&*R&'* X99*;"&DYCE%*:11GG3EO9(X.,C5*-C- ("8R45Z!,S^]2FN,H MHI8;W MQZGN;VP$B]PUO"P9>M[W'QAEV\]NBZ<$6N.W:;E]^%5ZVKHN>T11A MAA2,@P3I3]YT_$Z3 /(P%FD02"Y-5]_YDD[M/OF=ISM]ZYLQ^GN1[^?E:4XE M7*<\GUWP[+[NSI#T_%FOTW6\EXH_JK#/;WAW@$$_WJ.Z[7^UQR_J]KENS8!Y M4=S0Q>)5S1>FG44QX1'F<2+T%YL%&"*"4KUP"Z8W1H(S13&EW*DHX.FAQK9H M-_9!6E1S/KN5U>V#;H'7[NOV ]IPFR"#UXT57L[?_7DH?)) RVB#,L)YK??I MP>*.CGUGZ,*TW2H^RT79 F=SSA*Q3,3:@(=1JO0JC^,,4LPSF$6IY'K/1)2P M"H \-]#8>&(M)]""@E+2SB=7)[&UHPD?B/5,$MW *QMB#2&E ;Z7TF6$!Z( M3!#'Y([#0<;&"CLREM%H\[)UL/R1+P&?%YV:,.P#:T<+E\+5,R7L(E7+Y[G# MP@GMO3=6V!]G^'X*)S0]VD;AU+4=&[#R1RE64WFG#G+_KV?-=E3WE$WE-ODH MR/3V/PXDY#36=H.,B.8)JO&52<22+%59[)01VU&.L1&(*78AE9+=4NM<@?9F7WP=D2/)OLOC+*5 $AE_O5 M1TI6ZMP.K^MTVW'6 )/8,ZVM-3#@'ZE@4H+?T /\46K23_[9A6AZ[5/:491A M6X]>AM=!-]$+']?]].6^=NM^FM;+468Q$(@*6%*B2E$$#!(<*3W;"K2 MO\W"C(56K6WLAAL;NVZ/&TQ QY_=3V%:D+4_C_&#U\ G,^]_K-,Y:N'T!E-73>KDKC^8\Z*:[Z\4U$0 MIHV2*Y_+]NO7XK]7572Z-B]G#_)VIN_\0I?RL\EA*A&2X7+X#:#P[;H46DU-FK6,3JEI=4I5G(=(:?_MJI2QNKXN&]O MOKX!2@J3 PB*I68&_7&_EO>;,#J'*)@A7K1VJA[5>S,,V1L#U:@+M+[ * RT MQN!. :/S%6C6Q*K4!EN]KT"E.;B=E8:N4?X*--0']9MH_E@C &H(1O9>.$18 MC>S]&"A*:W3OB5ODUX"3UAH]-H0Z;_(^S*3]\LV MP_=KG4Y#*,TRR$@2PP2'&4V#4-+$R@UF/^38]F25T*"2 M&C3$!FNY76)HK4"W6/^]0]GW,?Q9%#N%)%O!Z1*8[!O6H<*3N[^DCL')+@"U MARA;/6G 0&47S7;#E9WN['B,8=I*/\ZGILI"E>*[<>R0+,ABFE"8A+#72_Z/=MSXT5 M>(>M=K\3,-"^NX^)<-N0=X>Q=7?>X;'#;=6[Z[RS;[_@,6[+C9#YY%W]0G[( M"TZGE>?W@_Y=,0ECO4$/(PD#H9<2)#B&E.N=O(I3A!7)J))6J<>MHXQMZ5@+ M"BI)U\$!*%A*.4.!70.SG2V#[_&_J<+^DT_X?>UA6UT(Z.NY.@6OKM M?$#5MYE7RP@:0O;0W>LL%%Z=SUO,0.FS^O$(YT%[O#*2&IY\7^1-=Y-.J@\## MK%S?V"OXS^O_NO[/\J:[9SFK4BK*ZO=S0,O"^64*WM+0N[Y:/X5+I_^>[9'H/4SWM;=W*@,^?_JU8__1U9?[,%OH"+>M,*FN?YJSW*#]_*RU M6+?M:!14W(J7%\U9^_XH9WIR-L7Z^33G?R^'H)M[MF.;BOEE44:CTE0V0T\K M;;9CM\SIK@2,FB+ZY5-;A)EM'K81I+RZFC"1%_KYK\7!=6\:;V)C5IN="\K6 M!N6S]#R6\)L2_K("[G$Q7ST\EG#7PD\5SLDTR^# MFV#BLDE#V3?B,AF8WA1$DDJ;U=*!Y@N[M!NW93 >1MU8J2?VH?]>%,"RZN[1+ :8JG>D&*NJF6H M6FV;'6OJ=62^H.9]^BRW@SYS4G@FRRWSNF;)^-IK>Y]4E_OX&\/1/8]Z( QRSWAM1O>W-<@EQ<0N-G+<<=I$/$D41#+ M.(:(94POX#&'D8P323!!BCJ5A6P9:VS+\3KKO5&WX8+Z ?O VFT"/,'5\T*W M7SG@)]0+. %.7\4"]H?[:94"3NC=5B;@U"W=R./3?%GFTUV7/4KOU*?YK&R; MJ3GL16X[>Q03K+!$(@L@"[(,(D()I)'D^C\LPCQ-, \#%R:Q'7ATM&)J=)HU M_X5.5YMV,\T23N]7BSD4E;U"47]6VO2KE?+&28M->Z4I?8>I!E1=3 MO2DHV\WFF[:!X%&*!\?38.MYM2.R/F:K9U9;BPRNZ_:["NQ(W6C4Y+&,G2M0 M/AG.>NQ!Z=NRI@P66M:C4#"EKNZR;!7-CSF]G9:)8[=X@.$PHQ2G4.QQM MJJ@40Y80!5&H@B , \18-M%[,C:W-58.QG!Y39LC]6B7E"*"4D;P3!>U??+/ MP9L@R,PI("@>G6/*#K%5$>*FMA.D1%*(8H(@P['&-J "13%G4CF9@1VADSKN&SZG+^S8[(?SU=.J MC/.X7]!9,2W]5-MB*^LS'Q5&-,P$3)C2WW64,4BI_E>2X9"G/%&!BER^<+MA MQ_;9?Y@OI-Z2U0V"^*OQ!J]EKTNQE5;G5;E7,[M ^L.Q?9#==-AQAG^0>R:2 MAL!@C?7-&NNMW"=S\KU3CQN"7CL8V8T\;&LC)S0.>AZYW>U&9\5B.?F\F)MZ MAJ:4U+JH2!VI"D7L;!AK]91QD96M:#E M,50MJ6/(2SNH[1SD#:J>*:<32M8\8H5""VWH^QN4H7_:IXOV 09A!RL=UV1@ M=W'7/9^6T\0X&E[YDA=_?ZO7C4<3O5N_L2CA::S_ Q.$39V.)(,D#CG,TC0) M,I[2.'7K8>&@>N99K;RPE+@@XH_/ANJ M=P+))^/8#3PH[3AAL<\];C=W(Z 3Q6XU[2WSV2J?/=1=).>S8A.@DDDLE3FJ MCU@@(6(H@"P4,52AIB>1^21W7<[4UI4=RI^T59*/RU M](B7B7J32/&4$,&@(EC;7))F>H>G(AAE2JA ,"FP5?FQLR.-C2WJ M^DBFE-9U9W<27\LMG0_4^M[+=03,?1=W#@ROV[>3@PV[;SNG\\&&[>P-'4.A M]?.D*1=[^V126:LLXGKS('E$(YY@4RF"0T05A4Q3!$RC($Y(PD,IK7*9+,8: M&UML1 5Y0U;'8.@6:.UHPA-@/1/%%JNFF#WLP"S@\!K^W#+]-%1QD82 MZW(,&]^98_FIHTC:,+4/Z)UM+'10"VLR7#]K;\MBNO:.C?F3@*K%W*JDF,U56/_T ()G)O#$!)DFQ.WI7J2226.L# M^6%A85WT[][EZ\>>!TC=H-LQQ6!0CLP8@Z#HS"%6Z S))=T#3LHI5KH?2;YL9Y="+M ?L=I0S#I@C\X\6NI7@= ,:N>LNCC7. M.]F'+/GBBM>P96"L1Y^X-(PK*L?E8IR?T*.$S&%1FM+LO9:['.J%%Q+!,$N@ M3-4."4F$(69J(EB,4D3C*(TBJX,EN^'F1E"U.Q&YZ/#8E/E#?@\*H(.14X&17*BJB57(NI6AL0:H,ZZ(I>?,EVA$&N-]BI_ MV-]U15/#3V6Y$?S]IE L4]5<_ZXSMTKSQWM3*[+\\%.Q?58*KC:KD?2X9(J. MJ<[+5_O4-$HDE)1'4>CKHWZYJ+O86WJKG(6P^CQP]7FT11GOZ]B*!G[)5E7F M6_EKCT:(;G-AZ>T:!]^)*K!K*6%5B?4N?](GP%5XY&U1Z.8@3W7)WO9U7\EK MEU#,J M@)2/^G^Z+>0+6>HC@6_*("XRW1I/_^%VQ?=_T;JR$N[3BND32/%>5/_^U)3H M^/"3F58WVKK^(*5@ZX7T?1:D^KQ0$L6S*$Y@BG (8R%0Q"3#04H6:QUA9,>R MTXKO9$9OE1B/1KZ8 B>5V/KK9TH_DYAA?A [3"! MF1M,0W*LY]K@7.[BI[4>>&R.9HZ"L=13T5(D- MEHW<@-4*W0!B5'#RPSK,B953>QRDISYON]M"6LL.ML+7!0G' MG)[ST.V).Y MP(<#W=4?[@[XPP.G])*[ZWG@,._Q@+YEL/7:HY-0'G01F2^Z>+&H@XN$ M]!7E(P+]V$\A"CP)L8A2Z'NAYQ/?BU" WHJVXLH]CT4J%UMZ#%?F9%> ''L!]#C' 4L(@DA5NU&+XPS-]:HQ-2- M\&HYW5CB')IV##$ 1B.S0PW/3L1MT?SA:.$""D-2PKFA)J6#"_H>4L&ER_O1 MP(>GYV7^*D3KP*K.9$@]D80R5C8#90BBE(7*A" 19#@. XE(()!3)XVS(\V- M"JH\R?KPSHT&SJ,9A4'*O53 U MBB%!$(<4XUAY#+Z$D0#B2;B5Z!\%SFE*] MC:B@#>U0R-I1["!H31AJL TAV$49-($$(^3B7$1G2/(]/]BD]'M1YT,"OGQ# M_[CY[X+5G6=N7TBVU/S^,2]T)I#:*A9KW0WX+B^;5B@+A@,FTCC4;0HY1)'$ M,(W4;D\('GDQ\@(4.Z7VNHLP-]+>R@B8$E+GO9-&"RCS I9*#].7!)1;/6_J M8K>6GJDKYLN.H\:=A2D<@M];V-X>X7\#=K.DE1C!ANP/X= Q^8Y23!Z;WP^E M4S'Z/9_4LZ;WP1"MP9MR1'["**.$0IDJ*PLAJ4VM5/W$,1.$XR1)G I!71YR M;F3X?I_G',MT7T;8CLZ&Q>WMZ6N4>D[V( U:@?ORJ--6W[9&X:CRMOV=_0C' M]+[4@;^%>!2KTK1@TO6@M&>NKN/>E'$WI;_5B+KT]^IT(? O8GTO?Y"?BT#0 MB$TQ#4E?5^T4K^>G/<&Z&EJ8F';.G:ZIMP [Y4,_ZC8\:=V7G<"1F2T4>2 M=-)58%RT#U>.D4?K67FY72"L2B58$.R1,(A"*$DLU68_2B&)I("1'R.9^"2E MB56'AXXQYL;SVYIUI9;QILYGZI_:= I6.TJ^$JR1^72_MM]-E80T8'//#NT' M+9%\8IAI"R*?U_.H_'''I7W]?U6.IIC!E 6A0E;]7Q0E24RNN< M:B.W,:^,Y(U1=K+<\9#>.G?4AO73.8P_L8?.'9ECWUR/9UQ3K]U83DJ54Y61 MWPFI;*KMZ*8MCBC7&5LD/(Q\ZB?08YYIL)E DB(?2E\FH1_YZG].[?>ND&5N M!-?(!92-"M56%ORRU)LDG4BH_M*GL'N_*;+CP(F 'YD2][:C0'^99ZJ[4Z-, MBRFUU[!1:.B"[U>A.GSA]W[BO$$!^*MP.UT(_KI']N77JOC15Y)QM=-<1*$7 MA8()F :IXDSL>S"E@L.41 (GH1IHK(^Z#:LMRO:$:G;GJBF=:-%ULHDG_O2//V9HLS;EK<]$-V!5V MNF7K[&6@ZCD78!J6BO:'F)A>3NIW3!FG+^L9K/=?FVS]NCOB^$>V?LPWZV^" M\&SY^EZHL9ZRE3D-(5GQ=]T/O]?56K[C-9 M.1]X]Y]&NQ5CDJD9>6VI=&@=D(._*BU K09HZP',%!I-;@;+0QL,SD%C&7L+ M,VVLX[68'<5"7OW OH9PPP:F>\JN2H ?>[H1$H7*,$YT_UL&29P&,*+2BT1 M?.$Y%6,X-]#GQ&MX>W*T?5] B,4E+A$A+#FKQGQIK8 M]NW6^-@(OG!]SU! SC.]ZR9+;5U_6M7;G$68)!X+O!@R2A!$G 40AY+"R/>3 MB'J!%+%37HOFX4!@WE.S/4M/%[W?H>!>U=N+P?'WS,5ME:?,Y>CIO2UH'(QDE7'WQ\ M42STXR^Q?!%_RU?KQW*12DH131'D,F 0H52?K!)=[Y#@R!< M1(G7%"K_8;^N.*&V7X/\QP0+Q;?K0 N"-)"4J7=+EWA',M+5W6D$XSBE(A!^ MA$7BL@KW><10H\/UX.CO M?7LO*$XP5:JJYL0FHO'V9U8NPI E'*4A# +=GDMB C%.$LA]GXK4PY3Y3NG% M9T>:VU>Y;9I=]\K6,CK6BSJ/JMTW.PA6(W_$;C#UZ&1P 8)A&Q:<&VSBO@07 M=#YN/W#IAIZLP!X%WRS%O7POS+F:28QH"MJ5K?+'W,YWM^C5O+YE*W?2;;207M5P.::_%1\F;-, M;XCT(;9. U-$JI,Z#)_FE" E+\"]9L/ MFR*'7*QR?I@'7T=4ZZ'VGN DZ M,<&?>[KK=4)I#W?J[UZC.;X7#@6KY_9^3%3H>F;OB5NM["GGK+/&]B2"3%>; M>TI<]VIZ3SKP-0E8)N6@"6?WD@ 1RC$,>!!!Y$<,8JG^$824<9J&L9!.]3N/ MAYC;3NQRFH!)U5EK%< OI1#@2[X6P(\GM#R=373RRMYYY-E*UUI;K8N,;C3'?%4S7)>M+'1O M&L51FGF*U_9%=3!S(##W,$H@"WT!44(II%XL(8D1XJ%4_Y\Z^7.N$V=NW/(W MLF:/FE-82U1'S\Z5$V3',=/!/C(?U8J MI! JW(#&F7 GC;[5PX==CX,K@-G MKU\CT=3Y[ .@=R+#?8BG]O V?16%LBB>B%+>U #Y8Y6M2V5_I[#(('$#[@N0TEARB($D\0+"<5AA+E52P7GD>=&HEI,4V1""PHJ21TV MYTZ@6SA?QH)R9&)LB5T5_ %&<' *WI*?*-$QR'/"4P2@2"R$,( MIB'2AP,"441DX#O6'3XWTMQHO184B"H L6IAGIM2CW6!=;#<*>&8C7 6;CMS M>! 01R;T!K^6D".41K^(Q*!9"6<'FS8OX9+.1YD)%V_HF;E/BI7:/>I6UH:@ MWF?+S5KP12*C1 ;$AYR8M$5/-W+ $D:Z/G#*/(^)U"DO__0X(!7>FS_KG5SS/(^,P-V-#( KB.3 M2",A4")6]LD-J*4<,/>Z&X9!,ZO/##5MWG2WOD=9T1GB]Z_MZ<+X:>GX2,0B*)@$CXFE0D@1S'(HX2'C'I5"/258"YL8TY%]A% M&NB27OID0-?TKVR5)]U6<5M.8E=QHM3)@?R:9@K.\\0%'(RWT8$NNAN2" 340)1BD-(?"%A+%'L43\5+'4JNGMYR-G1 MR>;I20=:F$UR76RVVJJF5%HU2>@<96YT4PD*:A%OFA^ %K:SZHT#L-TL,QA<8SO_^R)E MS1]62.PHHVPXHQ3LMX?\Y5_5_15=J!\.6:+[V9,0@Y5Z#1?87=RW*(.BD&I_ M]-X$L7\U\>NF@JKQL[PCI8YX>]*KKMEF_5[D9;E("!$\36.($.(0D=B#E,4^ MC+B(?:JL%O5KMY(-O>28'87\% 7+2K/BFD-%D#]7[3NT.T/[^?5V2/U1VS)% M9DIL5==M3'"/ONJY%?AC#AZKO[F6A>@WKY96T/BS-;9I5/D0*QUNFMK1YK>0 M:N'!5_)JDKANBT+=**JFGW7ZU\>\D");;SH.A7M4H;@*TV%K5/039>(*%E?A M=5S?XKK'];6^/CR)XD$-IY[VU_KQSI24?UT$H1][2KLCRM@T@W<2W +M'JP MU@]\:DUDHR+X]G83Z9#0\$83.E&^P_03ZY8<,0+ZG;D30XXW76K%""CM95Z, M\?R^Z<]M?^Q=OGH12@I]1*2FM=3!Q/IT6K"-KC[UHR#Z(/0]>2W]110PQF4H M81 P"1$*,21>2"&*B& !2L+8+0B[MR1S6Y%;8@*N!#1ADVR9E_K[K\(GJSB? M7.Y%;H.GC3D9TK%?@(#R6;!,9L*X4O3\DX?Z%HU,J2-0JL>HQ7U=9 \/.G%D M]S5FU?<9IPJ'Y/$\$P\E*UA]55\Z='?#OJ>(B;?@##(FJ[J R& MT^A+1_U2[NH(@0_-2_GNTDO9IQR'#3 #U]OH''+J@AHV^I^HF&%U6\\.3$+' M?BX_;E:\_%I'@O.Z4("0#*?,)S"AL3*ML8AAZH4(IB0D*(J#)'0K%]TQUMSX M^H_?P/??0"TP,!([>#ALP+4CDX$@&YE(]G':RGFYDH5[KZ/+> S:R*ACN&F[ M%%W6^Z@%D<4MPW=M8VSSM%GJ:HKM/D<+CAD*J!]#$4C=/9MP2$.>0!H%'*4) M910'315F2S)Q%L+J@]FOJ#PRR[0$W>L2-ES7MC/384D^XT \@^YL.M[*%?M! M^[)UPS=5+[8S4LRF_UHW2BX]URX\J<=Q8V.6*8.L&H.LVC4H/FETZASLZ>V6PV]QZ@D-X%:+=G! MGUIZ8,1WJ7UE/1$6YWUCP#O5)NX-D74X@!L#X8E.U]HHFLQ9"^@'.CAS1:WS M5,SZ8=,=>;GJMW>>Y7RS&]N7Q7KQ-_(S>]H\U5LW'*.0,6>V+CYX\-]:NA;.CC&.U[;#UU#TM M.T_]UZ&-=_S023[9L[HTG^7Y"ZX[7-A^X>J'YG>U-ZP=57J[XK5SK#P==GJ7 ME^N%B&D@)8\AP28W4 KU%2\WMX6?;S7?_5G,XO:UX8W[>_J%6\@;<'95K; MX8\+QIB+,2K# Y"K6O8,]Z_%O5"H;?K[[I MLD0DL_:MO-;5CNU[?8E;= MW;-CH#^HYW90 :=UZHZ![9&_=Y1!>I887R[SOW2ZZ<>\>)]OZ%INEK?,Q,F6 M2@"1O9BJ9AY3^PKD$1@P'.J\7UVA+M!YOT&4)E)@'B2+JOW5]S4IUG9+A-W@ M+@1Q*,)X7/&.++7D.BWT(5NMZM3>5T$*QZ+C=A,@9!@E"?=@R@G7'9,DQ $* MH*!I1&3LB00U$_!A97D2.1;\C0 3@"_T]FU$V.W6P^&!''FA:X0#.^G4BM=H M87S$=XJ#LC70'0<'K OO!-2@1>+M1IZV8KP3&D?EX]WNOK94U>E=3"M!OGSW MNKNF3J"__8L4W%086I"0A#QB:O'@ 8,HC!2!<1_!!.$T)7$8"^H41SN89'/; M6K0+-YWU6+2U _3U=/$"K6)=X,EQ4S'6T_@2T/.C% M3Z+8)RR!+*4>1#@2D"1)#"E""8IP$D>1U6%HG\'GQC=G#SF;A*V#PT[8Y["S MURQUD]38V(]MZ)TS[C3<1GK0GIE:@1'1=BDK,1[J$P6W_7A4[_7#0V'BW@$Q MW7:K].T5(^7C#1"F'GP-OJC:]0I0B*?-JNE)R?X*]'L0*,+)D.V-4.P958 WT;>!!F+/509>/GSV9>_#57"HM],=Y>I<'SFA*4H^FF[7VZB MYS/S^C&N/=+Z)%[':"-,Q[\-/11@KLKS;*!/X M27&'CDK(5P\F*ZT)>-/?&/,0DS+B,$C57AO))(1IG CHRT!$). R2%"_DGT1@LO_:9+K88;[*I7IW^:841?;P MN"X7,HRH)^,84B%UG*['H6DYQT/"HS .A8BM6D-=&&=NS-J25'^V6E:@A 65 MM [>M YH+=R4PP VNJDX/E8.3L9A,)O(G]@3.S=GW&5$.OUN';=/YV*[K,.> M-\WB\G[V['WQ0%;U^9,N$9@O,]YXZKZJ-Z-Y9>[EQVQ%5BPCR^_J-]49^2TM MUP5ANH\]0S1B6.WC.5';>B^".%4;?)RD0A*6@*#_OP'A9QU=;YNTZ","=F7XOL13V_ZK]A\B9,.$P0IRS",H5^&&.( M&/4A%KK(-F?"8X@1;E?ZSV',N;%T.WPF,^6NM= F(L!(W1R)@G*KF(-):#D/ M%J;T\.B.S*(?#F&[.0;W]I\?.T)X&])'7A?V3-^-'WFD"=JHT'21W5:LUO]7Z#!G@>BVFPP:^ M]I9FXH#8:U$[#I2]^HE]&TM^?Q3+9=/T,)21YY&40HEX#-7_),28<$@D#WPI M>.H'5G4<3S]^;N17MT8T(O9M'KD'7S>170_*V$:K"QX]&D2>4OOJOI![#YVX M'>0IA8Z[0)Z\JL>V]B,IQ+^1@N9%LX'E4< #'>['A81(IBDD,:\UK@!CY ]V)UF?O> 2&PR[Q&E FV@^> &?H M[=\Y%#HW>DE.R?OWN;M[$6]"D;O=V9Z$2NR6G\M\H^Z4_WG3.T3N6+$ M;]JK5 BNT]$SW>">;LPK&- DC&7 H(<(A2CV*:0)5?P6^"R)$4[4KLVAC/0U MLLR-_DP+M*S5 HW5"MV HM8 /&4K4]%SV>BF*P\1M:O+=9F&)Z(K%F;E[GI= MN\'D'/"6XL;)7^IX=G7A<]U3P<7K=^4[8,'0T\WLR'Q^HJ]=,ZE*&V#4 5M] M0*.0_@-HJS3=[#A5P9YJEB9:8$:?+==ZV4/@>Z&*]E5#3%E;>P@L#BIN#_+( M*\LUUB6^S G-MLA7;;[%<4)#Z1'($WU^18@R_X,(P]2+8B_$V(LBLG@1:F5W MKL/8,:S+A]D>?+SOS$*8IEX4+)4UZEA F(_D9"' M:C(D5X8,[EG8 M->[;5&JT0.)L 4:;>WMF68@'_=1M?_*O^3)CK]4_?XB?ZW=*EW\NI.=3'.FJ M?DDJ(6*^@!0+#GU!I1^R)"4B<4JFL!EU;I13"PVV4CNF/E@A;<L5B,L^+/^MY8:&+&'S%5P@6G0E 2K@:?-/'#!XBC!P.GF'KZ;^Y7ZBR", MY4]/>16PI8.UBI?J $K]D+%M@(FDPO<\*J$PMF=")"2"(YCBB#$O88$0U-I3 MXS+RW!BIDAWL"0]:TH-&?(<]NM-,6/A+QL)W9,:RAK:/,]P)8P>OQUA83^3C MN/YU=G-B](&KTV7A],#I'!1]]-QS1_1Z0-^8@*\;JI:5C\NA%1AJA]B9&CI\^-S>L3\$I"8$1T#0AH8]?-S5+VK M"@1D+[KF'GO\X_F6_^>F+L27U_FI=X^Z^N>GU8=RG3V1M;B7/PJR*G6=J7SU MM5!LL@@2GW/!&*0L5EO.D"801Q3#& FIWAXDL&!-0^L?]CO/"42W^HKVVV#_ MF.00CQ6"E+IP%U@V&@-:5:@'?RD\ $L+]28S_G*%/S)5O4MZURMPT9]MSWO M%"^*W8YY+O,^#7LVVE;3VNA[L^T0\WH#=CH#HS3]DB9[2] HC=.]QD]F?IY1HFYXG_^[^P7UBLKC=\$RA>;M>B[)R17Q< MDH=%1"-.) DAERR"R LII&D4P#!&.,81#@/LVWY^YX>9V\?XZ>[C-U"+"EJR M BVL_OE3W48M$;^27%6Q_\A97]ZR@H2O. M?))2M6F$%&$*$4M"2+'/(4\E#6*LEFDJG4IC= XW-T*H M2BUF=8I771/ZUQM=V]FQ?D4WRJ&?1(P)'[) -WB340I3E'@P1#0A@C/D^VRQ MSM=D.3G*VT'_YZ-LMZD=#KNQ3U,,;&U)MV5 :V%_';!6AQ4J@Q;AZ!YQVNH: M5MH?EORT^JKZ=KX>Y&7Y<*+..,(1S 1 M7@!1ZF.(_2#4A3XI#XE/$L>'Y&7O5LNNEU-M.[ ;6>-Z#25/M@*UWU;P9M>3KB5 P: M636"F-/&88V'\U'4UHA#];,$M@%D?ZRR]>W/K%S$J0P$\2CT B'4.DX22.. M0.EY@@2)[WF)U0G_V1'FM@IO!01:0O"GEM&QPN QBG9L>Q4V(W.E&RS.['96 M]2&YZ7B029GEK(Z'O'#^PGY?]8_"A*>_FE9#==0:(Q%-,6(P"82.W)$$DB!( M(8X\3CT:T(@YY:B<&&-N7W8C8M5%S>V3/@6AW4=])3 C?];[F(R0:-*A_I"? M]JEA)OVX._0\_+R[+NVY@6\J9+[3[=]$6=;QX*59?$*.@]B7$<0DI! A]1.- M8[5WX^J#)P'S&+:JVV,UVMP^^D:V7@MY-ZZ66ZBAT!I[,V0)E/O&Q0: 0;<@ MG0-.NYFPT?UH6V!U4S^F^*H[ >V:#W[-RW4AUEF5NO9.K(3,UN7[K&3+7">T M[?*> L8\BHC:!E.:0.01!-/8]]5//$RC)(PB'KF02%]!YL8O[SY\^?#QTP_P M]?/ME^]N[-)[+NR(9PJ$1]]T-/*"1F#PYRB9:->"-21_]99E4FJ[%K%#UKOZ M>==V,7-IG;;[%B/IRP33$'J>%)H78TBQC"&CH9]*$LK3LELK_E@^5IMNB#XLH9=1LK*.0Z(*X2,!4^!CZ M$L<\P1*E*)CDC'MHS>9F9%?BFP-4GB^7I"C!LZ(EP;_E. MS/_^8\W_+ Z+ M!U?N?\81\UAS.MC!]&@"7M^B6HO$UAM=F$GM,;\)8[3U0%_5*-H2LK&Z0E\:_LU:0%OBTM7OV?815]8"_;1ZWJS+S^)% M+,/Z?!H)Q$0011!C7S&:ER"8AFI[$DC":$1\@9E5XI7%6'-C,"/;__U_^;'W M?\*>I2=/ &I'10/!-#+UM M-5H+> ",J",DU&J3)X8[FV*2Y[7^VQ- MR8Y;^G'%[QMB(I'%/5UF#U5IH"]$49-XGS^1;+7PB1\%?DI@C+" *, ^3+W8 M@Q''411',@@C[D(8EP:<&VO4\N8%: E\ RJ1P9^5T(ZFSD70[4AE2"A'9I8K M473F%EMHAB28BV-.RC*V"!Q2C?5]/0I&WJ+?XB#Z+E997GS)UZ)\OQ&WST6V M#+S0J]?3A,B0,H] GX8A1$2F$$L1*] CG@H1$\%BZSJ1%@/.C6^,Q/\"*IF! M$1KPC0!&;*#E=JA9: -X-]>, >/(7',*P?=["/8I_V@#I4/5QX$AG:C8XQ#0 MNI5[=,"IL\JCS7.F*^[HH-5>34>7^_K9@Y]%60KQ61<0*P_+7(>(A0$))4RD M;HHK ]WY/ EU @BF$B4R#*VZQUF,-3=6KH1TL_*ZH+0S\ 8":&2^K:34.T4M MY[C%P2T0&=*DZQIN4FO.0N]#0\[FEKZ1Y>H9W[:MOOA[X\BJO/?F"*!*H$X>GVZ)P'*-N?><5M83N-D6A MCQ85NZV;L-6>Y<5HL$Q=3'?@"%)U/%",R#-,*)Y@8>$-\+I>^T5SDYRMSHH"4D MR+=2]JO^O ^G'1M<#=+(5-#&Y_XR/KU+()_4?XRBQ?L#O4F9X9.ZGBL,?/KB M?M]]%4G\@_S\)K3(V3(S3U6_T*,IPT.H7RK+F(DX1F&B-B!(!^1*AF'JIP*& M(2(\B@GFTND RW+\S(SKGTWU$?NWIR]9.)>]RV#";EXX(R%&$L,:0B]"'"<0PQ]SV8!#'W MXQ#[86"5F&\_Y-R82LL$GNO0[%P"938"ME6B[M:K>$S\9*(LFRN>U5Z39<]J M92?=7UK?B;$X)QL<[I'IS/0GWPE\ [8B[WBVK MM_7X+7XNQ%.V>0+JQ]U?UIG.FLNV>JFO(#.)!DQ_$CK\D^;Y/]7LK'- .#TS;M@AJMVS(N8 M$!JG:0S]R%/[6)Y0M3!0"5/N1T'L!0&*G5SJIX>9W6+0^C"X$M-Y,WL*2NO= M[)4 C;^=W6*C);QIO%R#[F@[,!AX2WMJI*GWM!W:GMC4=EW=M]AB*S9<1X2; M^'#=K5%\SE;BTUH\E0N4>E$2A2$,92R4C1@B2+PDA=)+A?"Y$-C.1G09=&[$ ML)\:H86N\R.,V.!/+3@PDCL7:K28 3L&&1K7D?ED"$A[%'FTQVC8NH\6XTY< M"M(>B>/JD [W]F.F]T(*Q7!\NU-N.GNI;?$7L5XDE"1!X%.8A#I7+O!C2*-0 MV2>^GR+%5B+%S(64+HPW-SYJQ&VJE:S)3]> H4L(VY'.@+B-OOVL(6LYTUK" MWH O'0TZG(G&$I;2D)/2BZ7^A\QB>UN?(:'K^1248+#-H2@Q\YJ&2NO/1_:KE!+;A31+@= MJ"Y!X8.#.Y&G:RB0'6/#G>#J#@^W>]2$$>).NNT'B;O=VO?T=:U> +WWK4(Y MU%+PX2=;;G0+ZM_SG/^5+9>+B!&62-T.7%#%W"0B$$L4PS2.48*03&3L%(1A M,^C-4;V LGKOV1MCW='A:_D=?)UGMZ6[^G&LU?MC*#1N@!N[ZY M8#3L";;%N!,?7]LC<7QV[7!O#SM=>Q#NY9W:!&1K'>Q@"IUC&D9!&',HTI1# ME(888D0C*#E76_V0HD0DUE;YJ1'F1N3&^Y5+4$E917VXU(\_#Z6%V7TM0".3 MQWC8.%C/UV(TD:W< RLWL[@+ATXC^.2-TYF\77+O&;B=%_;,+-AOH?G9=#:, M,(H]&4-,D:>MUT3]E*8PX7X:>#1-2$*CS$W^VDK8E-LN7)F.J84G,#2 MSF2Z$J&126X'SEZQXP%3",ZK/VCVP(EAIDT<.*_G4>]RI=F_'6'.S;AI1 M]2%?KA]\7[K'S.2[*\EY_SU*K: M>!UNRJH4[,,Z ))''"7*J A])B!*> *)SW6Q+<;]( ZE2-P\9,/+.#>FVJFH M/SNM&C2ZU6X+1W_/"'-JZ1YZVYD:VYO4FJ0"-/J=G#!=:K!Q,9UP0M75)$:M M*C'B7 SJM1I!S&F=7./A?.03&W&HZ_)4_Y&M'^\VY5J9LX49[7;%FS/UUX.. M,T$<81Y3#+TTXA#%$L,T4>\&\SC% B5QP&F?+%8'&>9&_]\W3T^D>&U"ZF]U M.I:NVF],L#J>Y)MX$:N.@ON#S8\=U8^,^LA4WD@/_E+B@T9^DRM2_=ZHTOKO MK4HW=?@@$]F+.10>LRW0%2"/D9GK(L:;Y.WVP.E<5F^?1_4XAO@J"ID73]J< MKZJ)5/_\6N2T.N9^)[2Y+WA=P<+GB." Q#"A2:P#$AFD<>3#2$2AEWJ^](C5 M;K[/X+-CS:H:T7,MKDX@HL+L\05W<-&[3H'%R<:(P(Z]^]])7IVNX=V/1] M1C]#^^^DR/1CMV>(-.:ALI@E5#8S4PL!PY!2Y$/,21*2(* A"UVLZ,,!YD;V MC7SNY[!G(;0S=*\!9F2R=L+$V?@\I_B0EN71&).:C>TNPDU&H"V"C>Z*5[K%]."O:.;DAMXX'9TL97BC MMDYN")WO[>3XG+ZNQ*>G;&V.N=16>[_T4BS]-(QT<0!/>!!1WX>4< XQ"[W0 MEZ$DS(D .\::&]>U1#6>)]86%OQ2"F%*U@,_=JR_VX6WK0MP$!1'=_7M [@G MYY"NNHM@#.N2.S_G>WXN$NQA*E()8XYCB)+8@Q@G I(D"@@G) Q$M'@1!8*:5R^ MG[9,XWU&OXN5*'0AJLWZ,2^R_Z[Z$*L=<%W]VWC2'\62Z^H_I:ER371*#G@1 MI9Y?-W*Z9B+MR&NBR1G;(#O5^'G7O?8&O!>LT-7RS4SII+66@J.4"QT UR%Y M\AIQ)N71 7 [Y-DA'GE=/*)Z_JYT^KW4Q)^O3$7UA9\F 6,QA2CTD:);&D** M:0R9YS$9!G%$"5NLQ(,6VXYN+P]J]>'BZL-M#SU!L)W^/'=M%?3^BAFY*RKM M%ZG8@;X=1PZ$Z,1QBQK*;WM05@*#[YU0]HY?O(S.&&&,':.^233C913.!35: MW-GC8%5MBDPAP2IA\H=Z@O'Y^BF21",K6<(A0@)!G'H)9)PGE 6ICXE509>. M,>:V@VRDK'-';X 6U#V3Z0R@%J>AU\,T,G6,BY##\>7U2$UT2GD2L8&.(KM! MZ#QQ/'/K= >+W;+OG1]>N+3GT<)):ZZU(WCWNKND)N!;O4TS__A[M56KFMOX MBXBA2* $0T'U$:-B3(A1&$)?4A9+G 8I=CIB'%*XN9%L+1UX-N(YGC,,.6F6 M9Q!O-!43;H?;BK7WQ/J$XN2V66MV4_T+--/YM7LZW4\O1L!]T).-(>6;]M1C M!&2/3D3&&..:EJ;;3$+3$7$;GMA8UKJ1JE3L]Q^"%!^S%['P@C2A)/8@CX2 M*)42$M^/H10BH#@./>I9U3>X2HJY4?>/1U$(HB7LTPK5=0KL^'ET8$0!L>&]2P/-C=HJ64$M[ TPXNKDM49@.\:[B&\WJ0V)VLB\U1\P M:V:R16-'/F7#/J5@OSWD+_^J'E$1C_KAD&\N/GX22K%5LF$-Z^LGWA9_^*^- MDFG7":,T_1Y_/)+5_;,)@]%&G:XC6UEU"]^3E >^!XD7A%TI. M@@C3(.+-J<:/"7;.CO+W."#Y,='F^JI6TU--_\B;[S%F\W_,QKQ2OM7#J015 M%]RUTA_4 -R ^EU1K\IL]NX]IVT6^WI7V?]G[/E[SLA@_H"^XP_:5'3[ZP]5 M[>UW52WNV_5'P76HCUZ"-^J3>-W=KPA_@9$O4!#$,(AD %% ":0>#2&27ABS M.$$1=FI+/JAT=6;O5 MZ\WF:VS3W[(-JI[ 6B>P5>KPGLE:HUX'^P0-5'L*.(L;) M,J;?SE*M23IROVDA)ZF(6$@3F$8!@L@G,4RYE# 5<2)PE#+,G+I*GQYF;AS= M2*G;LVHQ'2-53T-IQZ77 S0R*6ZQJ24'FG:,,].;8\B.+NO M[O?Q-]6S/^:%R!Y6U4/9ZP]EM99+PTF_DVQE*IP&@GL4"Q]&1*00>5P1@L<2 M2'U/2!)1P5*G]ISV0\^-)&J) :M%!NN=S(#L FW=R,-A*NP(91R 1R:91N@; MT*##E:=T!&Y*1'$:?E*7<43EDKAY/Z!'D>:],)I-[>+OB_W[[ M'[?_7E<,21(I?9D(&(:,0<02Q5LD$M"+/*G[;B61;U5BK&N0N3'45DR3Y68$ M=8A=/(=D-^T,A<_(!+.#YK:!ID_=FG,8.01X#H#51!&>O3!S"_2\ $9GI.>Y M>Z<+];P@_5ZLYZ5K^[95YD(\&<-PU[7Y:U$7##01]/4;*OV0!1["$$>ZMS)! M'!)?\2%2)AV-0D^F0KCU5K8<>6XDN1-<)U)O&XT_-Z+W2;>QGP8[&VX4<$=F MV!:N[0;N6ZFKW)L!":0W6,.V6[8=?.*>RXZ8'#=>=GU SV/YC7HN*47EVEIX MQ!>>XGDH4R(A2E)/\54:PT2&6$9!X(44]SD\WQMEID?<.ESJ?X-&U%XM2@[0 MM#R+=@=GHA/C!HI/W5"X'^.>U'C0P];]$:8]$CVIW='!Y>FK^GW%?ZPVY88L M[XM/*UF(_]HHVU2W9O_#IS MARU(0[+)Q3$GY1=;! X9Q_J^GJW.=/Q$JZY,58\->0FEB;(@(APG:MO#=%Q> M&D)*L)?$-$5">B[$-3_KO+AWWVY1K,CRCU)\S^7Z+U*(JLW%(HYCBD+U\%&F=.-V."./&=K MLJPK.3EWE#X#N!U!# +CR"31R C^:*$V4>N>2_ ,W#;ZS&!3]XKNUOE$@^@+ M-_3UJJZ)LDKX!U*LLM5#>]%S)CV7J1,AQ1+T1J!Y,DM3LUB0*8 M\)33,";(1TX;FLM#SHU>&HF!J$5V=9E>Q-C65SHD (YA>*='6E^S-((JBMWT;PH\K_,M[)9*5P!JQJ,2\), M(JDK[9R#VY9M!@!Q=))IXV>DW#5F'Y):+D Q+*.<&VQB(KF@\S%_7+KARL;N M)JOZ6_;PN+Z7R@XR?:H6..!>',8M>-)G Y[.T>; M&WWL"@Y4IP>D1__4;G@M72!#@3:V*^2P0(,1%>82ZFV/D7:$7O!=H(S2%?[D M@&_3'[Y+][.=XCMONBH'0#W\^YJL."EX^<B4'7,#8CE$&1VYD M9MG)"[8"@TKB!LP1XD&<4!HAN>#"P&^1:V"'Q9G4 \N;>\3N?B=+4:HGY]HA M7"='EH=MQY,HB)$?$QAY(H*(,Z3H1V*H?A"8)65HT]D!W<] H\(W,/SODC,!-_FWIY+KMB:9#1/#0J$X4'GP.W8%"@UU0 MZ8P3MGK0=$'#+GKM11 [W=BS:'^1\PU;WVDU= ]D_0)]R\HF>%4P$G(9^S A MJ81($@131@*((NQ%(8HCRITLP>[AYL;#M;1@3UR@Y76LS=\-LITI.!QT(W/P M>=1&,/WL4!FT%G_WB-/6X;?2_J@&O]U=?5*S5N)O^6K]^#FC>5&_W8SJB!L2 M0B\A7&TF*8-IA"+H4R]*O( &)+:WYDX,,#?24"("(R/X_.G=_3>75*,3Z%F8 M:%=B,K:O:1^.7BE8)W!Q2;^Z#I^);*L?CP*TL,K5JK^J@C@H6?T3W$LI=$J% MJ4WRBX'R5[#1%;/6.6!DRH/_*!5VKOS1% MB'X;*JWK/,C=*5TG[ILPG>N\U/NI7!W775F>Z6CS*Z@?$2 M$$-RP]FQ)N6&2QH?.+#B KA MITE$/G&'@P.=CKL6'%[0[PNM"KQ^%VQ39.M, ME!]?OF2W*ZY;K^:;]3=!>+9\?2_4NOF4K?0.[2/)BK^3Y4;<4K4?(VR]"(B/ M1(0DE"D-=(-4"M,@P#"*I.>'G/@R<5KGKQ=I;A9!71&ZW*H$H*( W6^ZBG_+ M5N"YR%[TCE?QPC-9=35\'VL:[5AEVLD9F8[J>=EIBB>DW!VI+X3\.8- M.CZ+ > M"Q<'ZG&H^3E?/>C5Y]/.RJP/H6@2,<(BH8@]11#QR(!)'/&$QE0J#D-/2"-.:A3! M!*3S$/C\W=,=!5_48.] ^/+5/?,S=D7%?^2WG&=5NWC=+_73JB[>8%8^>K@X M?A-J'Z6K/WP7Q4O&1-5$2+>=>%B9IY@MTP)[01C*2$*.O!2B 'L0IUZ@)H7+ MA%$:<.14W'UL@>>V^)DZB+6=R]KV\"XJMFQ=TJ0".F:0C/T6V.UKYC2W(R\O MMU\_W=V>*E D"'B020QAFD@/9CBB*81UNIUOK5NB![4L]T7;TF?$DLSUEF.?5CG\=8=K:[,7_0 MNIM70&NOWY8;L%/=7*%=?JVZ-4W3ED;_X7O?33]K@Y[O3"?]M.= D\_*T7G1 M]!+T<1IF*]$4_M#RU<%F?NC)1'@$ADF$($I0HBO\>%#25+*$4^R%5A5^.L:8 MV_*CI=P5HZDHR"V$KPM0&_?6U3"-[=L:%2$7M];52$WET^J#F*-'JQ.+;G?6 MZ5LG]&5URK[OR.J^M ?SW>4KB$LZKQJ=E _\B_B1>Q MV@A%O-^$W*QXJ?*J9#I(I*)>/'*"JEP+/22I=2%XU> M.K6("K<.J1.\ A:4/YN)'7GE:/0$6E'0:'JCIK29ZU^R6MM?]6SVF';]7^M& M]=F\ PZ+VFS>A8G6QLIVU:OC6&^!_H_G(G_)N'I&(01@1*U)R[ICIWXJ$X4N MH@E6^0I6(YB'*#5%\6(N*[T/DX]_/2#?W(X=VFU.5BRUM6G>3HB+>?F=KR MI"$)=?E%GQ,!D2 !I#CQ8(PB@L,T3B1W*CQ_9IRY$4,C)FC)"?[4DCIF?I[# MU8XF!D!K9)+H Y0S,UR 84A>.#?4I*QP0=]#3KATN1LCE,5Z\5T\:(KY7>0/ M!7E^S!A9U@X]AA,F8BD@]ST"$0H]92IP"3U.HH3Q.(IB:<,'G:/,C0W:$CHZ M1[O1[&:!P3 :F0/$3M;8A2<1V:6JH=W M)32HI :5V'6\G#[Z;XD^8$:/*UJ#9NI8#SYM!HXK)D>9-\ 66VXX#4E+EB-/RDEN M:!P2DN/=/0ZDOQ9"GVXT1=1OE\O\+WU@H4:LSKT_YV7Y1>FZ47*LU@N9"B\0 M*%'8Z_+S:4(@28,0"LX\3%# _< J>[O/X'-CIEK\;:5O4W[G!I!/:LSVG MJ?MT+95*YM*M6@[GAJZS97$:/.(@GW <8#_D D4VI=DZQG!:(B8HTM99@,P:. L:OQZ.D=E: M"P@.DKAO !L$GQ[)R?UQFC SV1&O?EG)IY&P2DD^N'7Z?.33LI],1CYSJ1N[ M<9$M/JS6V?KU[_ERH]Z!XO5C9F*NI#*+"0LPC&-3U4C]1)4]#!G%"9.IAQ-L M%:)P=H2Y&;^5D& K):C$M/N8S^/8376#H#,RT;D"8_W57E1^MY:V\=MLMXJ^[TM:J\(@_/P MVOG=!@%MY&^^)U[.OK6+6 SI3CL_V*0>M(LZ'SK-+M_0CR<^9JML+3YG+X)_ M4NRS>LCHLNH[JU/BBG7VW\8DK#=8MU)]J/\A2/%1W;"(12234,1JPQ,%$$E! M8!IB!CV:,I\A931PIT/)*V29'=?H]FU$2^C&*]=,AQWS3 3RR-Q4:0&-&F"G M1]7)^L:X;XQ_LJW2#3 3 K0Z0.LS'(4- .J0)'>-.)/2X "X'1+E$(_L1Z5W MN=J-J0'4>.\%7>_JV];5QKR(ICA@>K:\4.VF.('!"]D;FN#9P6M55Q>X3VBI:X#$E7EX:E*+,?T^$EWN8/U:;>,HBX3:KT$O]9!NLAA"2OT01C'Q2*AW<57Y0&C@>9=HO_ZR61Q_[ M^2O[QD[1]:=MA\9MN?M%@HD,8Q3"N-IAA>&6=N M7_HV)0\\D>*?8@U>3*^(7()\LRZ546?21DNQRO("K/*UJP5Q#FX[*A@ Q)'Y MP%@).Q%OV@TWWF^QP%/W9?WS2S5(81B M746B?]&O0VT )UZ4$)I*&(3$AX@Q#+'P$:1>$C#,L.(1)]8X.]+<>*,1%' C M*3#7NN:8GD/5CAP&P6ID>MC"5 D)C)0C;"4N8C%L;NFYP2;.+;V@\W%NZ:4; M>L2JO,]X=O>X^:F6R?KM)8Q)DBI.(#ST=7'-$.*88\A\'BHUD2]X:!WB>/3X MN1&!%A#4$CI$8AS#UOW17P_&V(9 "X<^I?./ 7&(2KD*F(D"4MP ;@VW!><-#.+(+'@) MOS[,: .D U<.#.A$[-G[Q70C4@=P.JG5YCG3D:V#5GOTZW)?SYB *C'G3E<5 M*UX;$A:I[F(H8)C0&*+4(Q!['H,!%BCU8TDB/W4Z[#\QR-R(M\DQ,_74-^O' MO,C6KXX'^J>PM-M*7HO0R*QZ$IP1=I%=, QZ:'YJG&E/PSLT/3KF[KJV3\I< MW;:F(9/\:Y&M6/:\%/?RNW&TMDZXOFB7ZR*-8\8C7\(D"74@H2<@YGX,XY1( M+V9)&'C(/FO.>?RYD46C 2CJ)=#43#1*D"4@W;7R!YD0"\-M7)A'9IPMPELC M(P=;^<&]!)4&H'U@_L7^=* O["X)S2_%RERF_YFV38' M_:51X%==C*ZMP_\#*BUV1J<@ :_*E5 +4.@T8S]$)OV!@' M-Q$FCGSHA<]Q/$2_Q_3P>>GN1\%=[9.-:!A(X7$HF,00A81"["$$B?20%R34 M0]C>F]5^\MQ(R[3."NX*U/Z?*_!)=Y\5QDZA^F M&J>R\-ARH\.:,QT/IK:0]68&XEI3>#^(;[VFWRJA0;W2C-3L.NKUJTN7^OB![YBRBP8@SV5J@!'M>S=+TN'TV5?<[O\B>=2FU>Y-NB4&^?T"_VN]?=)?6IPJTV MV.^?C0/CPT]1L*S4S;;^(;*'1^TA?1&%4N>;T('02MZFK=>&+'^(XLE?()XF M*6<3EF/JLC M+\I&-6AT VW]00L 0%]!^[H:!&!0N $U#KJ*QA:)&]!@ 6HPP!8-T((#:#P& M; CP=G,Y:&N!-U!CVB8%;S=/1^T.WE"4?DOI[WG._\J6R[9#5Q(O)G& H9#2 M@TAZ#!*/$LACZG$L):7(*N2]8XRY+46-B+8.7&LL[9:-*Q$:F=9=P7%FV@[U MAV3"4\-,RE0=>AXR2=>E/9Q MXSIP"?=@$4WD( MO 1!XJ<^Y#Z3+$P8#WW[[)8S@\SM6]^)"1HYP9]&4A=_P#E$+1PP ^ T\A<_ M+D0._I !H)JJ#WH/R-P\&!>PZ'1/G+MW.M_#!>GW' N7KNU!@'7(>E6*G[T^ MJVE_5$98DRTE4>Q%(1$PP3S2!8W4[CY(!,3$YSP2.&#$*F3)8JRYT6&32M&( M"[;R.GSJ%^"U(,7A0!N9&\_CU<>M? $X!ZH<#L")&+/'B^=&F':(=/+FA4=, M1Y]VNNRQJ.4M?;J1Z-B(UJZV[FV;^C2(N:+.,/ Y1 BEBD015; BI)')/43V6F;C0OP0_UM/I-C%/* B8)5#0G M((HHTN%; 4S"2%$B(3BPBY.P'G%N-+@3&.Q)#+3(CI^\/>QVOK5!P1R9+J_$ ML4^]73ML!JZX>V'0J6ONVF%PHNJNY8U]NXA6Z7 _\KM-N3DJV?]IT+.VLX1YQN]_=,TZ3/0J^ MT>4;?NATJDWQ:M*IWKW>+4E9[MY\0BA-_=B'D:^V"TA- 228(1@'L1\D0< I M=^H*:#GNW-C\^^;I2;>WS"4HM;RZI$GMM 5DF\'O&"II.05V>^D1@!V=V95@ M&M%&X"IOLSZ:M>)T]\!!-Y0&#?:S''K: #TW/(Z"ZAQO[V%W;GL^Z([&BA)S M^2P*F1=/NIU[J2/V-JML73XHHC3%#M6KL_MT/"F]F,813*6GRUU@ :FD$@8, M8Y(22BBRKVY]C21SX[-=)XU:&?T=MM0!1A]@% *U1@Z6U5639F'(3C45(S-@ MGUEPH<>!)\;!"IYJ@B8RC,>>*#<;>@AP.\WJJP:8SM(> H<]XWN0!_:SQ[^( M]1TI'[\6^4O&!7_W^D>I&U7>/QO7M=H);(W,12 "R5.20.XK0P,E#$.UCA$H M4LEDBI&,/+E8YVNRM#/)[8=V6L6V HSW62K)JXJ#S[7L.H,E;^3N;9@[S(6= M;3X.PB,O3AI<+37XV@+W%RTYR%:_@JWPK6)TP]GI[H@-::H[C#ZIM>Z.RJ'! MWN,);GS&1;;XL%IGZ]<[H;-AEI]67/S\=_&Z2.*0Q81PB/TH@4CR&)*0!= G M<13&G$L:6'4%/SO"[&QL(R2HI01&3*#DM".C\T!V<\X@\(QM][HB8\T?%[7? MT439\$0IV&\/^=.0@ 7U6J^\\L77E$0SAC:R[O\Z2E? MF5RY\G:]+C*Z61M+**]*P);*$K^7^\UN%PGC,O6Y,E=BW7H.11ZD 4MADB8A MB0+&8NI>(*Z_/'.CBMNR5-L87E<^UA(?UD'NW]3RVJFS,W$FG)"1R:FE":A4 MJ9*B2]!61I]-O\^6&[5<"O!!2L%,Z>J[O0D\Z,H]<,VYZ]$>O ;=%2)-7Y/N M>OQ.UJ@;X+']L@@W3QM3\*-I 5$'E]_R_]R4:Y/.O"?'5R7::GUPL6D?LS3> ME*;0E(>2. T0C*4QVSP/DD0*B 3%B2!((-^J:>BH4LZ-SYO\B49@T)(8[%0M M 01=E[HE](TS_Q;>V#G,ZLB+0DO%XQG;:;F_1.@V%$;1F\Y9[I.;--ITNR6 MOOFT3Y=!^H;3[YR+.NJT7$IF'6?P2;-A1\7O,)UVW,%ZF!+?Q:K,C!OH]79% MEJ]E5GX3SWFA_4-_:/_WIR?UF:SOY>V_D:7\*M0WMEKORO+J1O(Z15@7R5P0 M'A >80H#M?&#B-$ 8J'LQ]37]4H\EO@1M[8>!A1L;@;#5[6O4]MVM>7(FI+6 MV0I(DA7@1?>$!WQCMAS>;]&_ "YVE_!:*5 HK1P6D"$GV<)$>*.I&]DJ:&D% M&K5NP%8Q8#2[ 95NNA'5+=#JP5H_\+XUD8V*X-O;3:3#XO]&$SK1>C_]Q+JM M\2.@W[FL#SG>="OY""CM+=YC/+^?>_:]*+(7HGU1GU:ZRY#^1+YEY3]O?V;E M0B9>PJDDD*)8]V,4%-($CSAMNR%.ORW>O?R'_FA0GF-.^Y+W%$!4Z@D-R'2" ,2>J',$8H0EXH MXSBQBJ?L,?;I5W>,1??.U,_[AIZ[Z*LK;Y3+_2P?T?53/+P3/ MUI_S4E&;\&@D4V4;\3"$*(P8Q+Z0$(>$!R%C)"565I+]D'-CM%IH(&JI;P!I MY#9] 9B1'"R5Z*ZIRQ?1MW A#([IR+35P/EA"^?M'IR5T.#S&'"Z)H8/">N4 M>>)7PMLC==P6J?-'%BN:UFQWGFUG?V,U#OUX^B^)+7U=+6GS-"LZ4Y M,&]:M'DQ]FGD09&JO2T*/0E3)# 4(4[B%,4<8Z?^#Y<&G!MQ&WG!S.2]B;6=H#HG@R#1=@;>3%;2$'?!HSA69(6W(BV-.:CC:(G!H+5K?=VU" M=(=9>I 0E1".8Y$R*)E@$"5^!-.0R9'6\LP-RYJ[<^($;=O M3K3]+-A1TLC8CGW25$NOHPHO[(>G29]V!G&<5&I[,=XHK=H9I_,IUNZ/ZLF$ M)M3XBXXTKA=]X@6*W!(!N2\01$SMDG$08YA0[D6(,<^/K&( SXXP-Q:K! 1? MW*.MC\&SI*=K(!G_F'N+Q@@FT5G5!Z6,HT&F)81S.AY][F=[O6D#R#O9=4^6Y>=R5?Z9*'J'/@CUP]HCBF_"'7A#_)SD7A) M3!CW(&>,0$3C%)(H2*!,*4Z24')/VCHT;3?SO0P/D]JA M=F[")!*LR4\'K] X$VWAE'OSZ1O]+%3-7.L4M*4A:%0$E8XZ#.3'HP"5IF"K M*MBV(\ZKA)!M0(C.L-4WS6"J'1R&;S[E$SD8]5RR9HI)-<7ZPU2_%M44L^T4 M'R1K<3W-K<^9VQK=EL_IN+X;R^XU=#"$1EX&7<"Q9BXKY3OV .K^EOVO_NO0]N\>8!*. ML=*QH0F[BWLG<.=/0C'&-Z%%SI:963[O'G5]R4^K]T**HM U;7Y6'H6_D^6F MZI#:'.DL!)6Q% 1#BJ(8HCB4,(VI#OZ)"96<1-*NA\QP(LV-0[82[D[.G7.U MKYTE.W?#M-B/S$Y5^G45KZC5TA:UB;8&^]K=@$H_$Y5=:VBNK3VGN^G;:GE3 M&_>#IFX/A/S V=O72C5U O= *)[(X1[JR?V86HVKHYXRJ9A?/_>C4OXV9UF5 MZ[7^*HHLU\,O DY2DE *?1$G$"FC33$S2:'PHC!!OI=X@9-7UG;@N;%N]866 M:L/5R%_MNO0V*S.SZ4;"UA-@1[5CP#HRH1Z*#/0'"&[O[S[=U"FL:U#)?=/I MO7 F1U>LAJ1 Z[$G)3I71 [IS/G^/@FC9"E*LN*Y/J%OH@<70H2!)P6&3*0( MHI 12&D<0TX375"<1C2V;P-QQ7!NV*K#?JC_HF MIGM>E6OP7&1/ZHJE+EO_O\$O_J]-""\C!6\_OVX5H\MH,J'(8O4 I- 2E*6B M"N/%_"M;/X(GH4O>JPO7.M]:Q+"_7^J_1\6"[$.AZ@BCAQKU[ MTT*[Y?DE#Z;< V%,UP/BU6JJ?\Y*4R1*V2PB>]%SJ ;4S_LE_E7-9KDI3""K MXN[LJ9)G*%=QYT?0G01Z\LX)TSF[)-]/S.R\LF]4Q$.KP:D7<)2R"$,_QA@B MG'J0>#2%5#(2!Y)3(:V:O9U\^NS6M4JXLF>WR'WD;,,A>N(Q>BB$+10]PB!. MJ#QL"$1[@(G#'T[H=ASZ<.JB?E_K[WG._\J6RSH&)R4A(;[Z7&-$ K553@)E MBS(/)G$:2?5_?H*)R^>Z__BY?:^-=&Z?Z0%D=M]I?R#&/K&H!1LA7NFTSD-^ MJ04@@B9&$B 8X"&228!FZ5,!W%<#I@Y^@#KX6S.UC=X9< M1 (EU$LA)YRIW3R-(&6,0QQ))"1/2.@C%P8=%?))XMQUCPBS:])5F'2 1WFY MT.LP<^'3R%?O.8)!&@IE? 888K7 0<[B,!#"Q[Y$BY58O^%,X&HF&B&FFH>C M>+J19\)ND1SS71]Y&3VH8'P#MKI M1^&I=+&')%5&H!.(G)>:/OB-N12["S# MI(MU7X0.E_/>SQEEP=_51/R]R,ORCU4AR%*/_[O:&+P3ZL73YW,+C/U4XB2$ M!$>>6I((548]"B'F!+/0$VF HP&7)#NIYK9.&5G!3EB@I2W!O_[Q_!+L6 M\:!4:3F%@_#G\!,S"U)ME9P].8DW@!K=ACV!&Q3K"8G84K YL;,;EHZ4[?CP MGC[1)ECM7NJN0A^7^5_E+2W7!6'KA8P"R9#:,?@B4?3,8@%3D7#H$9+*V&-/Z8RTT/W+/VMQS37#J=H#/>16K4%6O# C!E/DPXK&$R.<)3&,1PQ2G MD<0T"45B%49@,=;<6*2.9MQ]$HVPOP\=H MGA[N#8(O._4^'579?4OO1H-5JQW=>+SJMW._69=KLN+9ZF'AQS'S$L*@(@JF MK! /P10%5/TC3@(O247H626KV@TW-P;Y4#?:J]M8:9EOFFY6+;&=.Q)V(=[- M)P:Y"IFQI:*'RBPZ'-78-FRWS)5USP#3,.YKKF MF:[QG145J>FHH 4+&98AD3 0<0A13"-(<*)HAR)!6!1AZELQS@"RS(V.MH>R MV5;00?)CK.;%Q<89'>VQ2EL#\_]R]:7/D.)(F_%=@N]O[5ID%:GB U\PGI3*S1F-9J;1, M58^MU82P-&);H&61*@B,,L)3E$><@A M3D@!"4TQI3F-8FQUT+W[\+'11MMU00MGQPY[F)EQ@2L2/7_Y9B!8?^6GM/7Y M3>\]?] O^)1FA]_KR6NN"$NYF3-URC3;[&WLNQJWU7Q5SM?E_/'^1?HB.O%S M*M*<9"++880HA_*3SB'.:2Z=!41B&@B218E-7H&K(%9?_0#Y!7H;0BOC$+;B M,A%F]# $O#U3B59!)_YJ)7:W:X]V+R9@JPS8:N,Y'N8*/+W'RKC(,GP9YKALG9TI3/L@I73Y5,]8TK\6/_%[H$[=OBY+RAT7Y^,@7TR(J I)+ MWBS2)((HH!3F22)@E'%I!(5YGJ96N[17RC,VH^F[FB1=(W96Z>(*2W5V%[3%*&],M?EVCDWW00:;"9[WRO:JP0] MV2T%/0$;=5:=B MTXA<50R6M+->['3,X7F(21%0&,6A@ AG$2QHRB".(R'9.DX2:A>:?7G,L7'R MKY_N?_U^\^W?[V[!W=?/]]]_NWFXN__J5-BB$VI#2]8O@'T;K;6T8",NV,H+ M_NBG\9 Y0#V4S.@<]CT*:9C@<*:\AM&M]J&83>K)6QB1AW(UXU-,!4E0(8U M@4.(&(Y46S0! X100!@2J5EOM%,/'QN9:*'4&<#HX!490N/7[[DT MZ,">C2$&Q[Z+Z8UN[%/W-MGFJ7Y^_5JJC%3=M3S%,298$D^0"PZ1D.Q3!*B MJLQ(-,$%9^$WSG>H%QOHODAS1O= MX\;P'5UJY<T@]4&- M8<<8%_ TXPQ_*/7,&MV]K2>J9:(_SC!#Q2=K7!AQ4-XPT_Z0.0SO>=9+P8J%ZKRCS\\/;]I)O=='R&U7'Z/Y%'X/^*B]<26NU[FKP MG[Q\?)(&V\TK7^!'KO_X45IPGW&Y4%U;^#3-HERP.(,T%=+3+4(&"\PE-_$8 MT2"+@]PN56]@^<=F/+4"0UQ+#!Z5R)"I$ @T@J#GU3MQ&HV MPXNE_K4^&#UO%8SBI3'PH#\@;V+VN 0!H!":@ MP4":BAH%5=FQ;3?3(@$:*.I+@ (#*#1T$Z_S84KV!P_O,X]>#S$&5F'8 Y'W MF9^CPY5W$L,Q,X+2Q5HMX$V $5\VB5G3,$@CE#-EF8=8Q3)CF*79-W)Z MS'BX!(779(>S@PV;YW!)YZ,4AXLW.#3SVHE748$L81 TT2H?U_PW^:BG* CS MID> P"@,5!WV, T01!E1Z[FRI..0<2Z=^2R.C%M\60P\-O((?PF"O^T&A $= M+<:DL:LE!TITBTY7-G/032U](MLSTQS!J5!NP^O QSUL+W=YN YDBR9C/8$] M4.NQAZ=R"?BL-M(7_$4^6YWZZ(#3.4Q(9QLLF^<- MUQS+0_KY4*UEM_TX#79V-4(@C MKMIKA0CF!VIGR]_[($ZU591QZ4^I.38EH0G"'6 M!@N(?P1[7CLV NOJ16!/Y E00DL#MME3\(^HQ6KA']F!%@HO"-L1N1U6G1QN M^*CAZ-M.MSWFMKS5A;15&\6OU;QJ1ZH]CB8M2?_UMW))^4R^(;Q:+YN&W-,L MB&,<%(&NU0M1'A"(55Q90%*1(EQ0%AEM)EPCQ-AH70MJ0SF.V)NP>O^(]DWS MNCWLK@KMOL1/C18_3T!]T9XF38T7F^;#KO-@LQ;T/Q]#+0Y]S8OE@G$=H-TK MB..S!UQ2KM-^?XVY\EFN55AKQ[$99LK" (4QIC F D&4" &+6!0PC!/*0RH* M%&P"D\VVIP]&<(@&['U;NO&=G0KR' (HX@+7&W0L2U37X@SB F8HXS'12!P M$14VP3/:G?<3'5TY>Y<>!^1=9[H;(1:/4X5[L"#_BOIB; \M-?=+96A:\;YOVV MV9][J#[]A9_+N;[\.U^M%_/E]VHV^UP["5,BS7*:" Q#DF&(XE1 G,>YY-B, M\" /BCBUZJ+6M\!C,^AW]5/'AX T&MK13._S;,9;8YJ]GHEP7U6U+[TWE2I9 MI55W C8*MR8J^+:W ]XJ71?:KM4&?RC%0:.YQV38H2;))W/W+O.@2\%0,W"X MM@PVKNMBM>3JK* Y-8L%3L,D()#& 8,(12'$:93 !,5!ELH_IMPJO'+_\6-; M"%KI- 7<+C@K5WO;HK;KP1Z4INSM"E#O7-N-C<RKFVZL 'F9MS@&\F>&6-7W G8"*SQO#'!TR%O MV!P@OZG#!N,.G#ULCL1Q K'%O:Y9(O)1#WSQO).6W"R3*8MQ(7@*L6H\BPKI MUN*0(4ARDJ6,%F$2Y78)'>>&&AOI:$FA'.G9**O>%E@SCO$#5\_,(#UN M1_SIX9$.44%?JC<\6[U)VTZ?_\KQY,#E*_^VJ!X7^'DIQRWK\L1U!-+G:O&= M*V?_6U6JR @VC/Z^=GFY^'1KTG@FVT01(59JXE(TRH-5&'0)LIJ-62.WM@V:N:IT&G""+ MR*(!)VJ@"*/^)\PNU,@3PITA1]>.,5SHD2 *N>/;1A( M@(.(A()!$114E3>EL A8"O.T('$0D)PDL8U_<#C V%:DC7R.831' )K9[]? MTO.:L47$>R3-.:U]6LQ'8PQJ!I_3\-"V/7N=W6>\7*RFDBA4+^/[Q0^^>"TI MO_FK7$Z#@@2$B1AR$F0097D(291P2.,\IKG(,D0+D\_XW !C^XP;&?4V>B,F M^$,):I@Y>1;([L_9!SP]?\X.R!A_UY?4[_BNY:T[W[3\U^'W?/;9@WS/ES1K MO^>+USDXH)LF]]OVY:I[SNIN/J]>M27PH?JK^>TTX23)8TXABW@(44H(Q#G* M(>,T#((@S$5LGE%H,_+8&& K(Y!"ZIVCA7%C+WO<#=S(OM#LF3 V8N]NPGW7 M[;Q4HY@CE+_WB+*%+]@7VB-(4.>;&2FW6]1UTOD<_'.-9Z5X4_9:V:@J+\3J M>ET"$ZSG3+N1F[\U$_>+)Q?1!?A.?]#J@<,Y?RYZ[GEZ3@]P[.-:5V):/E0W M])_K&]S: M2S%L&UQGE(Z:Y;H_R345K_V0'^0#M,>7A((@)C(5VY= A*F .!0!1)0D* PC M&E&C!C_GAQB?Z=Q*")2(5HYS!Y!F%'4=/#U3D"4R#JEEYY3WFUUV-,K "6;G MM#S.,3M[I8,C?1/]$B9UW29=MNGCFG^M7G4$CD0J:D+ 2!K$>9QE,&72>49A M*F NY'\8PXR'4400Q=-7OB"5D0]M-*C-*[X[=']ONI(Z^-M^E2M5BTS);.'= MF4&>YUG*0D8A4?L5* U2B.,L@FFG0%41:[7I9RX,-C*\(]PS:]?@'KW*>SBZ5-8S ]1B MS\([L -M5O@!V&Z;P0JKSOT%LR<-M[%@I=G>CH+=G6X6!V?@IGW'O*-]AS6J M9G:S)ZQZIN)-Q9Q&S*;A20]1Z09X^+2INX8;U+@VT/O0RC:YQ=NYU7YJ[U'< MYF;BKLWJG(I!&$4TXS+-Y0D4C.[,V:4HNO,/L77VLUNLL M#F3$#CR;/@[5G&%W.&^S'^N]C^*>76?7&>1-2%4QK3,$@XAB%F"*)0 M")AC^9\D#*-(H#@3L=6>][#BCVUQKNNSB?5JO>" [K:*HI4J%\]GZN12'6NM M&P3J!F%-TRC<%!M6 :E4_;'.D5!GC(NMUI;]68=]G\Q^ EM%)VW\O]#Q_Y=?#OO^L^\R1UX[V@ZKP; ]_\E<_7?$M:TR2-4I&D7)K0$8:H(#DL"I1"P@D.8T8#G%F6<[838'Q1=(V( MR]9^574HU7SKZ%;"'\NYKC=)\$QQCQW'6$Z.&?'T /A@S<6TX'6'JE;T"=@( M/P&-^#M6I#^:ON)SI.@N5 MM-R>J_F/547_\53-Y/.6TN KZ535JL^CNM9R %&8)##GO( Q#<.$\)@526!3 MB=UR?"O+:H!*[5+\)F;?CM1L88]R&O(LC&!,DA BSJ1WR:C\3QR1*"\(3YA5 M1=(^81^BQ]A L)LM)CV"V?-JHG!L&YPHX7\&&_'K]HA* ;"KP01H'?RM*([@ M^5Q2;$48=$UQQ.=P47%]C$M4)ON_ZR9WXJ&Z84Q[]7CV#9?L;GZ+7TI)RW5, MRT[O1AW>TOQ;6G%I0FF(BACR&$62[SB1RPP-E.>>!#Q!<4Y(:V(_F,817B^7 M@^7], =UO(MFVKPC!.;,T6L8_^@.Z.C/0PSH!QD_Y0V8^J]/A< M-Z_K,RX7?\>S-:]#LV[F[,MV"_8WCI?K!6?W<^GEK1<+U0YASKY6JF5"_4^U M1"]U0;PICW/,BRR& QR'&&K0YVO4DV-I=!*0:T9FJ' MI!%7YQCNRM^4GK3,C?(WG68.Q[M,4L\KJJ?YL?8_O&/ITS/Q)]R@/HMW3 ^] M&?\#./@YJMW\4CU2C_JR*%^EO:^B0?!<2U%G0@44QP%.89HB"E$2)S!/,8=1 MFA=%EL8Y0^:94"8CCHUW=TN5JV;PM=!@(_5$^RM@JY:%.6PT P:^B6]<>Z;* MC_N 38Y!=4E^,@+3PGGP#>I WH$/<.V,?QN@.JU[HP<-9[[;Z+5GGUO=Z-H3 MB*SNYLO50K]2.IN=Y4%6\#R 1!\\0#&N.C$/+GG/*^VW0\D7Y^+1:?JMF)7W;ME](2!2E"#$H<)I 1.("Y@1QF.4JF3$2J0C-DX^Z M1AK;UZYDA5)84$MK4_"["T\#\\H72CU_] < @3]J48W:4%B"9E,"W1-X0]4W MOP)$R\KE!L!TER7O>L" -<<-]-@O*&YR@WL@G/2/Y6LB?UJ6*N=%EZU[VQ9/ M2E2G[8S A,<8(EQD,%>-ACAB!>99'!5V,;071QP;C6X%!GL2 _+F7ESI,NYF M1I57-'NFVVN!=(I=,P+'=[A:]Z"#1Z@987 J*,WL1D>'K%SBQ\>%.C,O58/H M)L[M2SGG=RO^O)P2$A0X%10&>8$@2O((%CS+51&W.(F3,,F3R,H]NS#@V'AG M7UYUSM_&>?ZA9 9::%OG[1+HAJZ<1RC[=NRN0]'>T3.$QJO;=VG,89U 0P2. M7$+3^]SXYF&A3PG>=.13?9305'95>4J_\=53Q:9)(8)8A;C2..>2V;T5 MMXY8G;3'R:W,399M+;8_CKT"NIE1Y _*GEFO%11L)9T PD6U MX.!F-JO^U(4 5&616[G,EBOP12/;1VZ[ 6">$]R[1APZR]U ^Q.I[B9WN7%/ MXTM_EK*>2C:](4O]NRE+@BR-,@+#.(PABH)4]0J-8)@'/,SR,"$XM2$APW'' MQT;U%I%FHM,)V."/5GC++3C3J3"CIAX [IFC/&%KS4F62/DD)].A!V4I2SP. MZHK1^;P+"'!69U;.\GZ2BNWK9_^?SZM=Q\.1%1+5WB",91)KV]"#%( MLDSMZ0594:1Q5!!J&]=E*\38&$T79[(/]++&WO#\H&=$^SY34,%B/W8B1AL- M)CI[H59B[^^?_PZ_WO7":M<@Z3ORS%J.P6/37)$Z%;WF_"PW)OP[7I3**/S" M\9*K#;)I$ 0T#P)IJY%"J)8K&))$$EX\7NQDT'X91.9E!:)-&RB M'-(LDN8.YA3B-(HA3T68)'$1"V)%?=W#C8[I&FE5.,9N@J5[*-@%N,VHS1^( M/3/95?A9\Y,9+#[IZ,*(@[*/F?:'9&-XET,@@"2G^KCC%B\6;Z):J'+5OR\Y MNYO7Y:BG*$1)3B(.$QID$$D;"^89$S!/>5C@/$%1:E1LSVRXL7&+6M1I?1Y$ M=T2>@+6J9J]2N+78%@?HEQ'OIA?_./9,+PK"YDCM=@]"):\J,/3-/X0640E> MH1PH3N%:2.V"%XP1Z@QGN/R4X0(HZ7E5>OEJLG<=HMU- M]1R?/6 3O>NTWV^:=^6SW/: 5#S:)O&0RF$_O'W%JNG:O=C^^DWGQY(L)&E" M"QC&6:[V@P0L*$)RH4KS-$JE(R>L]H/,AQ[;>J0D!WNBJXS:6GCU4>Z([Y2K M;#$I9KM&_4#=\\IS@/(&8-])R_;@^-Q'LAA]T#TE>U0.]Y<JC:772^5YK]H;J5EWQ;5*\EX^S#6^ULW;_H?.OYXXTZ?]$,O(FQ M(6E*@IBK/:H8040%A5@$''*&$AR*.$J(U<%_WP*/C2]WRT&O*MW!2&L)YILF M$^KWZE\*#&G,UZHJ5JU:-0'>Z/FOEB'I?;\?9B0\IEGOF;IW5-6-./6L:FTG M:J(W"H/C[ABJ)X:Z^MO.._#3[_6^Z,]@HS[8ZM]+F-=0D^4U)+]OF8<-ZA]H M!H[2 H8:U_'0=DV6_)]K*=ZG5_F?M@8N)X2A5,"X4!MVB$<02W<*9B$FF!>$ M(V)5,^CD*&-;5K9" BVEY7'L22 -3V&OA:?OP]<#9#QF'AI!X/6@]>1 PYZO M=NEZ=*S:>;'#)KX*_PF;UY.2"+&0J$H9*8,HCG/59#Z!,&&4+G3X MX+%]VCKD*;38/-P%R6!?UE'UGC_;6FN7!.I=]2WV0QUA&&B/TQ0.NQW+$SIW M[D+N7C_8FB" L6TQPRI@(T:(BE MRXMR2#"A!2-%$@NKIB#U#,_ MG<:G!^.B$PBO630G!QHV3:9+UZ,\F,Z+G3IL"+Y8XF57?%F6UJ".XOG,ZP\ME*4JJ7YWM#M-'OJ2+\D6_Q"DK4!"R'":4 M$8CR7+4Q"@L8BU2^)P45(;,Z9+ 58&S\>RNGY%'E&H%O\K'M9Z57HSO,+7M3]OM[ 5OY^BLU?"Z%/B]!:AD&-15>$#NU( MY^U&'NMZO5\N5_)#5_KA.5)NF:="FB+C-4KDTIC#QH88(G 4$6)ZGX,C>X/"NJ&P[B+\<#4^H2O9W*YA)R+.BLQ";F7*>@.N9:!TQ<^E1= D-S]V) MS@XW=%^B2WJ?Z$AT\18'4^WK6C&/B@)6AQ@E7][-__.II$^?YJMR]79;/>F9T+93A]UMWAEX^(1FLHE*U7Q>S2#*,TX M)%%0P(A':1QF:2>>V,X\O FUF(_N$K^=U MY?4B2%/$8(B99)F(,JAR 6"4D3C"(<<\LVKI>7G(L?',I\-J$1.=9[;> M" UF4FH[SC$ WHQU_,+9,^^<*[,] 5N1=7\3?]1CCH]/\C$8=5#Z,4?AD( L M[O107>CSW[_>W5!IN*]GJF.F[J:R'>U77,X_Z,XX#_BOJ4 LX#R4?GP6!Q#% M80J+G :0H#RDC/ D0>:G,5<(,C:ZTK+N?E!*VB7XE]]?5%VHG4B,:PK%;'P\C$WRR5?+3=9O+J4Q4Y]ON5>7<@P)YS&+(8TEPX\ MHCF!! K#'*N6IN05$ L: 19 MRG@D*$I0G$_G_%$]Z*$73VQ/'J-/M*@_T2.I!G3(E-!<>F0?JS_G@_ED^S/G MW2>SGXA1^V1UD]T!?++]:>G-)W.>GG'[9,;3U*=/=A);CS[9_O/'ZI.=1.$* MG^ST\]R..;:KJ.H!]J5LLI)4<::FJ7B1,X1C0J'\3P91$$4P+V@ ,X03E"8, M\\ J=>[BB&/SMK9F8]VI;]:(;'V:>AGK- L$1TD(.58-JT6>0YP5""9L& MU@+[.U RQL;G>=+E00<]3C+&X/ TR?Q&-Z+_7,[+E7SNJ_*-5O(U*V83W6CP?_#\>*S?!&G 1$!YXA)^&DA_1@2P"(-$!1A+@(Y$,N9 M55UJ-S'&MB3(=Q'9\8\C_&:DU#^H/3-5K0#4&H"M"O7.S00HP:FRUF0"E M"%":^*.PZY#TR6N.D@Q*=M>A=4G"449Y $E &4?D$&.C MND;(IM">%-.FD>%)# UX[FID>F:Y(U!<2.XT.C:M':]%::AVCO9H679P[ *B MNVOCR3L'[-38)?E^=\;.*QW;E6A[\;9VF3<])+ J=<,C#+-8NK(H+00DC!+( M!8M)'*24%59>[,E1QD9SC7A-@(AM6X^3.)JYHU>CTS/5M?$ +4"]M+CHPL!K M7XJ3 PW;3*)+UZ,.$)T7NSAQRU7YK$Y)OE7+I7(9I1_)IR$)&,:(PBBD*41% M)@T:CE*8"\Z2/ F)0$8]&\X/,;;/?2,D>&FD!$)U@W_A"]4&J&3&31PZ8#5Q MZ*X%JV]W[C1.5T-CX\A="]%0;IPE5):^7!<*W9[1I(9 M89Z) J*(Q9"D0D!,(_F/L(AI2JPZV3B+,C;VW,@,<"-T72I%=U1K95<-D)_E M+Y=*;#V<7MOTN$LS M;"^?JU$[:OAS_1-=BV\]ORSX$Y\ORU=>=R3[RE?W0L>BX2B@#',8XHA#%#+I M3H9)"@N2#7BQ4'79ERG]XVU[R#;^I7]VH".A- M/W+I.*^?=;WH97L>_K%4?1'G3/4KF@:Q*D80"QCR7,7II3',IR?RI%4=*-T]FIE#39-7:[1WH8:@R/; M=K"![=8LQLOIQV:'::E6P<5+M5";&!_>OJLL+%762[6HT!TJIFF2A4%!"609 M"R#B)(=$I!'D) [3/)0K3V84'VXUZMC6CHW@8%=R13H;V"WA#M MF<\-P 1_>.V1XH34EE*7+:4M]HT[KVN,J!F%"SV-+(TC*^9 M.D.;=Z )Z=N_>5D7RHMP]ZZ1SE U>O]NX/P"W_$L[JTJZZ.'P>19$^>0QQD7#4O)3 /"@SC(DBC($<1#XR. MDDX\>VSDJ,5K*Q;;=!DXA=MED^T*-'IF)AL@K&RO,RI?86$=/G$P.^J,*KO6 MTKE+'#-X:5DG Q_VFENV6Y>[&\P/5;V]/,VRN"@BZ;$E@2J13#&#F+,EUU16-TF&S6^]"JVCI-?KGF9OQ=PJSEUP?%LQ/B4Y(RQG$>01E28, MY3$D89C#%,4LS>,TC *COIB'#QZ;_7*KV\Q*X8"2SMQTV0/KLMWB"D'?Y[!F MVEO9*Z=4O<)8V7O<8);**25VS923?W>S438.2A.OT=C"G$1A&C$.:9$E$"5! M"G.<2Q^"AF%,.,O2R"H<[?0P8_L<=SSYC9Q.S'=K>[@X7[C:_4RIKLSW:<.?G!S4JU3AS2G+W1;V*69?C=_Y76%QG_G[+&B@D96N[6] UBS]=T/ M7#U_\*>1ZJ'-TF4T?*[U':,-NMY?UOIPS3>XPV?2RC9\NTUVB)D@3$55DY2J MTBM(LD:6!Y"1G*9,)>V&R?49*D?CCHU":K'JCJ/;E).=5)3E)D^%VT8H&LZ$ MX9FK?WS[/EX]FV.RDUDR3#K)69CZSQTY'GH$B2)G\3#+"CE_N]?:J$WN\H^5 M-)\43=Z+S^48RK[/=H:=15]E2ITA'Z":J;UL8RAZZHRH86U4]^<[E)FXB7])DQ]\7E:+ MK]6*+S^N^6_R"4]R(I/&,<-Q3K-<$(@BK/J!1@SFA"60Y"1&)*$)$>8U)RZ/ M-S;V5@+_#=0B RTS8&L.M-1 B6U18L$ [6Y^[0'#GFGS!'P?]^!S* Y4Q,(#KG9U+F.NT5_["XC8'2E:UL?'RJ=0;%G)U MP',FZ@5 _JP"(^4:(:H%GF/ZSW59+PA3@L( \XQ"03"&B(@4%FD10\$REI", M!PDVLL6=)1@;;>MR^U()L-$"2#7 1@_0*@*D)O)/8$<7\-.2<_U1@;#XV8*7 MG*;.@/'[GI"^]T.OF(N^T;=8)_J>A8%6CEYFPVXMN0;)SM7%Z<'#K3?7Z+VW M EWU(!>,%F]DP M<26\8]SS4M+ >V3W[F/IY%.8@6KC5W@'=Z 5P@QD7WZ%%4K=OH79HP;T+ZQT MV_?OS8F'I'0 N:.$;-@&:OPJ)G1MV1S84VC_&P8,BK?RYLYNU\]\<5W3GGYJG(G5$)%LU\^C7&< MLYR&D+- ;8&@"&(>(,@*GN6AR-,H-]JGMAIU;*36"JWRO!II)V#.5^"GF]FL M^A.K(A/*K>-M!2"ZX*K._ZSN4%P)\+_"--4.X?]"Q40^9OE29^/.W@QW0NQF MS>P\T?M<]$RJFVE00&J)P8[(.A-LJ[4;#3QL]78;+(ZJN5O= M[&![Z>;NU5RY[GQ.WQ[P7W=S20_2F9&Q*(QJ?#B,/3J":^12Y3LD895S.ELSM6M5-DKH3^ZE M5Z8O)3C8D7Q2YZRVTD\TQAL%0*M!?V!;V)3]@3Z0P?F= MO\C'Z4)1DGMTF1JLI=5Q)>5RN:ZK1FW^N$DCNO0Q_.+);G6#N-.HM7SDVAS7GA:L=$)KQ:+U1-I;J[K$ZD#;,BC%&((0LD M'R L,"P*G$,F:)K&#$4!%E893,=CC(T':A%UY;%:2*?$Y%-@FGW_5T+4]_&\ M+3KV>4KG]?>:H'1BF&$SD\[K>922U'&IV[?^496E7'"F4IMU-[)OB^J%+U9O MW^1LKZ0K^^F?Z_)%&9'3B&5A$F'YX3-"((H)AT4:9# F 8ICZ5IFL57DOOG0 M8V.&5E!M*/-62CM>L #>C"[Z@;-G%FF%KDL;-+T(6\'E3TITC?*GBRA;\XL] M8#YIQV+T0=G('I5#DG)X@AMWR>=2SMGRLU2B*0F^_%PM].;;YS:PY:8.;)&^ MTC0."^FY2$\FQ*DDL%2Z,T4<)K"(6!B+-,>\,*K.[3C^V%BLWF$^BN RWO]R MG08S.NL1W)XYK94KNV?Y+J[NQ?VEW(BU.--YI0@J$S<^_F+VN]5ZNW D4F!PP[K66S-' T?B/6\C+F!9>TW M7$+"IX-P=JQ!/8%+&A^:_!>O=[#MC[9+I _!R\=Y'3!$WQX6>+ZW0V/]= MU^6HIKC(XIBD!<1QHFM#A3 G>0")(&$8!4G(26ALQ3N),#9&:60&M!$:K+92 M [P1V\)RVQ;]5 NQH 6Z&P]_"1NY]'@:RAGN9#SN#]RHH M.TU;MRI?F>N7K=D]P,T^]\N5J4*JC[%B^?;N;Z?]0&_2N>J0VMT[]M MDC:"+(P13@6,N"KR$J8$XH)GD*(B9*(@.3;;2O(AS-B6(R6D/KG2/^R(ZQA* M=-5$F5G"0\'?\^IT!?+6)K,/R'R:U5?),ZCI[0.Y0_/-9 MB$520%:$%"*$(Y@+2B -2)''B,:(!+9QD^W#Q\=SB\6;VG*K-\4K 6:;L$ F MY;4/F-S :,9:KN#TS$+[P9%^HR$/U?4= [EY_N"1CX>:G8IW/+K&I33%)C9> M>XG2[M*9(6TR:E2PD%$!@R**(2JB#.(TRB&/4R2_WYQ%N5$;ALM#C>UK?FA$ MW'@2M>0V&3'=T!IXQ]X Z_D+W\HY :VD38*12R6)[C?2HH"$+_@&U3G8LPCY,B@"@*.$0Y M1A '1$#,$NGG4E$$66QE!'4.-S8B_?+IYL>G'Y;&3S>@AN:0-YCZ-I"TH!-P M4")9DFHYG,)5B.F529R M%Z0&9IMY)? V62XKAZ9:G-5^7J M[6XN1WVNS]S)G.!8"'2D(5YD,34?!TU&7%L MR^2F-ZW.S-12@QVQP1^MX#:,:@2]P3+G&]">5['WP](F4,HSI@.M+1""K]6< M_R+_"_:&!/RO1! X8[6>BU']UD M4B0 F(B@@8IC# M$( MQGF8\1P31 .C4O.F XZ-N/?D!4I@L)'7*?;^(N)FF]8^<>R9KZ^!T'K3VA07 MG]O6%\<<=./:%('#K6OC^QR+"RM#5/6,;RIZI2) 64Y4?;0D@0A)9$D:,9@E M61X5>1[DW"@<_\SSQ\8C6CR@Y'.,9CS$SXPFKD"E9U:P <2^0N]IM;W6XCT8 M8MBJNZ?U.ZJO>^8RUR;L3:=,%0FX>KNMGE^DJ:C*]ZIEBTH'CPI>0$*0@(A2 M#O.,,TCR- XB+K_VR"J"KW.TL7W=M8Q@*Z23:= -L-D'[PVVGC]_:\0W:UT)_#\JLKQ1.<;2KRHQ-J;348YT!2#X+M^5;9)M M)0!K#8- Q]KU?+8L/P MO\$K-M >Y'^G5\UNA_.=Y[AST_2]9!MN'_:=T=_;VGUO65Q+WY+5W7RY6F@: M^"J_X68SH@@$32)$8V&PF]1VC-C#5R"MEOCXX*S%Z[W5!K[ MUT6U7$YI$2$410BR4$@_+$ARB$4J*8+E+,^2N,A4N^)JA6>F['!J&"MNV S6 MW]O^8TWT,-)5VO.,L!;YRM+7-;"FS' M7+WSPHEB'%K('DM7[X'0:YGJ>J3W M+4F]I^W%\M/[5[N6R=CTF=$%I]NE?"5#/W[TE-@ZE)LYJ[[>"Q/$P Q>&.*OG<;V' M\Y?:?>?+Q6KZ6SDOG]>;MM9!FA1QRB&.<021.M;-J2!0>@-IEE"<%<0HR._H MR6/[IAOAS#[B8YRZ/]VKM._Y@VWD\A@W?%;;C@]4WK/S<75G,.5Z6\F'&) M%)/7O>#5HMY&!K.RZ:M@QWW^WA4SJAQV_H=AULT!%=XYH)J W>K4M5([Y44G M/9]$]8:W3^[V)]R@5.\=T\.5P?\ 5T;SZM TQ$08Y7D$DR#F$'&:J#9A,60( MA3@+*$F%4?F)DT\?FX&Y&[CJ$.2WCYP9-3KCT3.]F4/A'L';5[3>_@#O$[W; M%8UW^J+KJN5_:2R!DB\_K1?51SZOGLNY,H!T]<@P00'C@D AU-EM@! L&,]@ M$4:B")($I4%D9M/9#3P^@TT)"=E62HNZG):8=Q- #SB^PY'.CM03H.0&.X)W M%_N\!EJWLO;^('Z/4O970.U>]BY5ZLTT/%>9WO!NQZ2,)[S@ M!"\Y4_':TL"KLT,7"Q4DI-Z^#V_;2YJ>BWIIN7]1%RZ_5O-7OI2R-/_^7"T$ M+^6_OZ[5#N6]T'4Q MC/@.*\S# *:DZE90BSL!/Y5SL-3"&@:V#OT&F)FJ8YK0@3HF*H&@U@?LZ@QV ME ;D#>Q>UR@.M.:JH*/6=0(VVK>_ AO]Y1\U BK2OL; 8ZK,L)/F->EF(-&' M3=\9=CZ.$H$&'MYNY6.\G+;E$*2_KWMP<^DHX;KIRVH:L8B&-$XAB1F%B(0$ MXI"%,& AB5@0<^GFF.Q&7!IH;!L3FU(H&V&5:XZ;=D:&-O9%=+N7 9^8],@Q9$"80Y9%<=%%*8106A*(44\&-CKZWCQS;AZX:L4H3 M0>=K&@:2[N#3_0&[:=WSI_K[U[N'3Q_!CX>;AXX*X<8?YK&.'9]@9WXRQ5^Y8<.&V#9& $?SA@!G_[B"UHN^?)N7A])_"WOS*C_[1][^_=NBI'R:Q8@0EN4PCP21[F5.(2%R">=1E&4X9V&>1E;5 M P85?VP$T0K'M%?)JMD,+Y;@13H/VL-T<3"'>Q4L_,Q13O (W,VEJ;^Y 0'( M]Z2&80):($"#Q.8JH+'P['8./H?>O<_A-!C>"1U\=D[ZHL-+X;9H;A(PI<=[ MOWKBBUM=E?6++K4ZQ007"4]"2 H>J35.KG9MVP:WXRN;\26D@;-=\237$L5M';)[<92I>C-G.\?KF^\OS?(X)G*:TI3KRE\) MS#'%D*LS:T%(*NG0KFJQM0QC(\*/QSGH__+3;"OWSY:LZ#(M9K38,]@]\^). M1<-*@!.I[3H6?$>'7ECQ"@S]5D:V%V/@8LG..!W73W9_E.,>+7WB;#WCS8'J MD9?\8U71?S1N<$/+;P\J]W?;(1-%)$BPB"%6X=N(H 062<)5&_8$L42P-+8R M&*\7:6R\V4JION9JO5JNY.>KS)JET@14M2J6&ZK7SYOA)NF@LS'@QN=F/W.[ M#]3N:D[ 9L;^T+J 7IJC^H/6ZW[D]5(-N\?H#<6C?4-_3W;>"Z2+5>:.;_IC+S]+NKEH1;/)O)U>+F%9 M$(C"(H<$24,V"2+Y>TH2GEE53/$BU=@HNE4*J!<,/&_4JHO2DA58;D2WWF7T M,(?&NY'#SDS_NY8[D[+52!7=W.BD;6&M56TLR[G:*B.9O%44BFH!EU)5KUN= M_O#VO"7J0;"AMT[]87EBB]7CPWU&0]3+AQS^3G=.*5_Y-_D)++]5LY*^3<,X M*W@SHW&S1[G1X._S]7*-9_>+ MN[E8\'^N57KYBC\W.>!YQB.2J:,G"E% A+14\QQBRA+,2,IX9!7!U3'6V&BM M$55"";;" B7M1/WN0[5Z%8R*.B! B@"R*I?=+\Q0601Y+<$5 $(\Q1E:< MI5P8EE4]FQ7?=S+[=AZW>H%6L0G8J :4;A-0:Z)0?Q[*II\T#C+.4J$+C M*(0HS#-($NDT1&& 4YS$6!1&7H+QB&-;@UN9P:[0L)S#5FP+!C9"W&"=](UC MS\O?10@OUSQWQ-)BD?*-Z4!KCP=L[982&YPZ5PBC!PU'_#9Z[?&YU8VNK9\6 MY2M6V\TZBF+*4H%HE@>0\C!6F0@,DH!(-RI-Y)^"((BHL.L(M_?\L5'P5KPF MZLBZ^=L^?&;[,U> TC.?6N#AT,KII-9^>SCM#S%P\Z:3^AUW;3I]F>,)=]O\ M^U[H4]JG:B9O7M:MP#]=&3V:38'B6[1O:OC<@?*!J?VQM@Y+7@VJC@8<] MFK;!XN@PVNKFZ]I+;DJ:[X343W&4B(S0#"8$%Q )%L(@ZJ2KYCX\F=9!^W[I,G<3>U5*Z$\;W+%O?4CK(+CSZ:4IX< M[UU:4W9I?JY!9><]#MM+O^$Y?5*5"A>?YH_R16"-3YZ@( X9%1!3@B'*< ) MR0J8!%04$X?;S+D@_=[^S:5K'7NXS&;5GZK/V.=J M\;&21H-8SVZHKB"WW/8)_5[-9J):J(HZTR(4<B;D?^.U[U;A"Z+6?C;40P_:\<<7HJ"^.\X,<69*]\L6J7);SQ]MJN6H" MJ7 C#0E"1%;C 86[%B=WCC8X!M^*V 7>6WN4E M@ UIS!]L?9/6#F)*U'[S,@QQ\6S M;?&PMMIZ2/*?@5TI!I\#@%=U\:]J43Z6MDRS9)KS;TC@]@Z\9/UV/6L]$U @(-A)ZC"HQ \$GKYP9:5 "Z=;V MD"DN7.U8*[6IY/=0W=!_KLL%UZU4=ISBJ:")H+A(8!$&ZI254&EUAAG,@S"@ MG(9QF%NE$UT<<6Q$T0H,5A5H1&Y: >T(;5G=]"+J9ISA%LFC.^E*NO"LQO5LE"[9CSD$!11#E$)&&0 MA"*"A O"=%#AG+ XA"DDD2YPS2).%QE 1%(:RRQZZ$=I!-1PGLQSU@_[T!]LXCL(:; MCM?!U?=NHP%2/=AZ':!XW78\,7"0R M@5(20X&9=/H*2F&>AA$4$4,XH"(CH56-Y',#C8T6&CDWT2RZ#GK3%+.I9.>< MK746;#.6\ %ASU31HK?71,D[,UP"PFO(W+FQAHV5NZ#Q49#O=V.+7JF)_ MEK.9JC)4+A3OJUB*:9B$6%IF 924$4D7D E8(!Y#%G$A$I0E<6'5/O?T,&-C MBJUTZB#NL9'9CA'. (K",$0A#:%(PQ2BC"!8! A#3'.:93A,"U9]@RF9AQ[_:O7,\.V M8EX9KW[XO7#-AN#'R2ZYF1!J76;FT/B?7" MU6ZT^H4OEYQO^G1^464X6^I^:WWMCVL^S?(DRQ(2PJ*(.$1IED(2"0X3+O*, M181B+(G6/(7>=& KZAT@CU[GZH,%?\;E7/DA,UVXM.TZ8D<7QN!SE,IU+$]A MDM!"-7R2TT#33"UZ),]$$A69541?+^ /0,S?#V"OR*Q\Q [-]HR1-Z/N/O#L MF1\X[$'705L$3E<%ZSO M=TA/V=18^,Z55O+1^JN[F\^K5_W3A^HO^=>VD'S"6%$$6019D840B8+!'$<% MQ(+F22S7"Q$*"R/2082Q6I8;:8$45Q<4(;7 %@D2EI/136%]83L,B]6":QSW M15>Q*$=0?^@;:HMLE/X@'R@?Q2_T=@DI;N!UIJ18/G*XI!0W7??24AP?X1S) MHX)7;IO8E8<%GB\QK5NJSIG^YZPVV0YS>M,X(4$<%Y PU2P*!1G$24AAQHLP MPVG,2%%8!ONX23(VL[>-!VHU 3NR6X,^,NE= 48NK0\47&'*M"6A5F=1_ M;8*O5E(=L-''?YE%=TS[*,+H(,V[E&AT1^U< <: K TG:_JI#5AG? M%@G:*>(C23+C/($1CQE$81K"(HX22.-0G2OF,2NH91R"P;!C8\J;V]O[W[\^ M_ #?/]U^NOO[S8JEH$_^BG^8X63YX &DY&'#F^P0.-$L(/-W0X[ MKP_RGGNQK1[QL5)'(-,,J=3*C,$@599=$">0H 3!K. X2,(TBS*CJ,F.,<9& M1$I*%>ZP5[RO%M6FX.H90 UV2:^'J6="Z1MBB[(>C< MBCQSZW!;CMVR[VTM7KC4L0-T]?R\GI<4M\[UW5Q4BV?]SP=.G^;5K'I\F^(, M(1[B L94,A\J8@IQ(!*8Y2(.:,"#A#&K1M!&PXZ-%G>$!*N-E):-HMG&T%1I'_:/M[G:PP?83H;\K MMY5+Q70[V2+D-,1I &G&,XC4?W)!4IBA- MX@G..C XM+@TT-MK9"&?;G+D+ M3 ,CS!-$O>]X'51&V,)EV?RX"RX+B\P3; .99:[PV9EH!IATVFE=]P]GK!EH ML6>QF5QOQY&,E]./S8NA-^Y*]7;4%8FF(B=1'(<1C#/"5-RH"EWD\B=*(AX( MQEEF5!FH:Y"Q<6,K)]@*VE3+,OOP.P'MYDA?,/7-C_8(&7_;)A!L+:IE:U(M M.?WEL7K]%WE[;4W)'PZ-J,Y'#_+)FRC7?NY&U]I]ZDOY CZ4J[HZ(2M?2[;& MLYN_RN4T"5$A:$9@FB,*$2\2F*,DA3PJ>!'S+,^$T5'CV1'&]I%K(>NJF:V8 MX \EJ.%6RWDHN[]P+P#UO1%ECXWQYWU1_PYO2=Z[XRG)?QU^X.,F-$P5>"GGZW+^V(0;*X>K[4!*TH0BHO)TTU0%&XA$)?)3 MF(1Y$>-88)I8-G=VEF5L7-&J/MW, M]?^HSK>O>*8R,FY6MWBQ>)-#_QW/UGP:TTBD-$:0454')44I+'B80\'","PR MS./(JH2JY?ACH\RM^(!*P?6NK/Z!;U4 Y9S.UM*%E#^ _W&_5RFACN;Z'W:, M:SMG9BS;XTSTS*P[DW#;3H+^84=ZC\TFK@3,)V?:BC H3SKB<\B-KH]QS O MY4(_YV[^LEXMO_!7/HN:(B19DC,:8%5U'J<010&!)&8YC"AFHD BCPFVBOP_ M/];8>$[+]K__9Y@&_Q99QO)W &I&3)Y@ZIF$E)1 BZFB1I6@$Z!%!5$?93XO M8^(UF+YCN&'#Y2_K?100;W"+2RNT)F6U#J3B[+.4]6&!Y:VO/!M>0OM=KJ7_4]8%EK#EY:U705L>LV-Y548JCG=2%X)R[YV0\Q2=R.\7B48L'/>$$CNM]H;9$3' MHDK;VG<;&^ECN:2S:KE>\,T>+0NC'!7NYL/=E[N'NT\__M6RB(\9S&:^D'_P>EZ%=P2>@*V/!+9"][*W M;8>3U^H]9B,/6[O'"HVCRCUV=SOX4E\KM>[C69/LY!A42!(B&"2 M>U "<11ED,8I0@S'1T#KX&LX!8AW8_Y)(B>#-=+F'3:G&=O'LY"V# M2@/\P.42J*3Y5BW4F#>KU:(DZU7M?'_#2N)IBGD1$1Q!N3Q)&S3F&.8Q26 : MY$(422&_@\RFI/"U EF1Z0"EAN]O[[0E(=4"$B^ MWI[KX-O?Q+\DR0\^+ZN%-)&Y*O'[FWS"DYRPO.VDPU-)I*& +&<8(A05L,BR M#')!DH(1GG.SH'S#\<9FC2J!_P9JD8&6&; U!UIJH,2V<&4-T#9P_OUBV#,; MGH#OXQY\E\,OG'"TV!SPB^= VP0><+7;+C!'J7/CP. QPVTAF.NTMYE@<9MK MV.\KGZ]58VR=A"X5N=\T*?C(EW11OJ@?[\5#^2RM\BD)64@*E$,,D4P0%#!D%_9K-?[8*%M*U1J[S1&R-'[E 'S1%)1F>,559<"5NJI5 M<;<1!) +JVZA1K>GRW))?IGQE6T"ANU@WPH_ 3OB MJ\/^6@&?<<%.R/F-"[838>"X8"=\CN."W1YCGTIZNWY>SW0[^T]"R _VF_[P M[\4-J_00.ATR#D4L4B)@$N0$(IK%D$08P8 E>2B2-*'4J,6;Z8!CH\2MS* 6 M6G]_BB#E)]8*;IUZ:@1]-Z'U 6COFZ@>L+1*5;4!Z-K,5:.Q!DMDM=%\-Z_5 MZC['LQ]=K^PSIKI'3G,F&04)+PB*84!% E$<,T@82R$6I)#>,H]Y&EF=ZIP8 M9'3<4M>]:X6T/./MA-/P:.9*D/KF"UM\[(]1.@#P>D!R:IQACSXZ-#TZU.BZ MUC6U?;?NS6TU?^6+54EFO/YQ*9GEVZ*D/)QR2I,\*"*8QSB&B*72)8M3"DE. MPCCA"8MCJYZRQB./CATV\H$7)2#XJ90.6#6;X<52N5]@^22=K9]ML]I-Y\&, M07I!MV=:.:IOM2-V^P\-NY;<9V*Z)59^T]!-!Q\XZ=P2D^,4<]L'N!'8)[Q0 MK2^7TA[ZH;Z[#WA9TFF.0Q'QJ( B+:@Z1$U5O^84IH7 G#.:L2RQ(:N3HXR- MF+[REQ M-R.HJQ'MF8Q:^90G!+2$$Z!E],<[G1#XY)C3 PW*)YVZ'G)']\57-6"S" B9 M4AHQDJ, %IBF$ 4T@P5C 4RE%X10E(J"4)M(#'L1QA9[<3>7/#;'=>2A4X\U M&_S-B*1?5'MFF;:KFD/XFO<^:@X(]M! S4:*]^B9UI^:@Z1'OCB M.9R2, I48"]DB&*(LCR#.24!I"(/<)RP'(56U>;[$W5LUMJGS6&)]:,?,!P%&!I:%1"M&Y6 H);0O+CU$7#=''PM''T[ MT.9(6!6Q/J?R%<6KCQXY6-'J<\KL%JL^>XUC@D)M5I+EX^ M32...+_)]8XUG*KELMZ@?.1S^O9=^9GWXIO\K3K:57]MTKJ^ M5JL;2A=KSJ:$A 0%*(0XBR*($*4P+X(0' M5N(9F*ENM L^:XN^Z7_3C78E5^6\)0=3+G]?"1WXCVNEFJIQEM6A'";0S-CL M>5IZYG+=%7A'_ G0"BC(6Q5T']QM>JM4 S1Z>*PCY0ZBUZ)2#F(,6V'*':>C MK$"C/<) C M8M7ZP&S8L5'E#Q6TTFRJTQUQ[6C/$'(SIO,/Y( '&)N#B>TF\:0]<_;'8W80 M^:0NPY$'92L[- X)RO)N1TZBM$XPX.PK7_T^7W \*_]+=8AYE<:D>DM^E8ZX M8L,F'9D+'B1)4$ J,BK=9_%PMX \L#8H?G$H3714ZM&0SV\DRY+4>IZ!GAKNY MO[V;@!T%] 1LRI/HR.(MVI.=R1!R,I98!1C7M2=Z:)[@BJM76K2585B"=$3H MB"I=G^-&FA_P3.6!_GCB?/6EJENMZPS! -&L2!-51Y2&$"6%@$5$)5?JL,$\ MBP-J5&'DTD!C(\%&3J %!:VD5EF8%[$UXS(?B/7,66Y@6;//)21\LLS9L09E MDTL:'[+&Q>O=V.'7JF)_EK/9S5SRSTK.O/(G;W0#MA/UN).<"((I@=*(2B#* MJ338XSB .(AS'%$1)I'5*:O5Z&/CD59X?0RQ%1_4\EL6\_8P.6:9U#@,0#_NMVO5K*A> _*K*\H74!75TE M2OI6ZKBIG#_^6$D'JTXT7.&_JCG>>EUKZ7(]EROY4[F;*L2;A*XI33*1,H$A M$:K! A(Y)$C1 >8!#G-1L*28SODCKN-0C6(M>I;9Z#,JZL_H2/(^]\55R:\F MW5.JI+:8=I0"6ZW GEJ@U6'QD$=^OTTN?F(CM7=I*=1O7'>M*0^'0$G792F=HIJ=WTJKI.P)*.9M/S#-):. .$I M)%'"82C",,(APTEJ%:SF1ZRQ+1]JBX'4$NL.6TLOH;>>IM!L'1E^8@9<,[I" M=R>Z=E2CEL<2=5[Q]%K3SH]DPQ;!\XKF4=4\OT]WV9"YO[T[U<^K[OGUG=,9 M7BY+4=8A-MM68-^KV>QSM5 +RC3B19IAE,(\RB.(5AG 'WN/RALK\-YO&Y M/BKLZPJJ?+GZCE?\H\[/KAMY3&,1))C'" HD"H@8HS"/10QS5*0(A3G/*'N&+U=LW^?*L M;N;LTS_7Y8O>Z&&LK LR%Y%*7PEC6/!,DUT[VL5[I+R-\K MU?M,=3UJ#LSC, X"1!GD(LE5-'D(BX2FD.% R/]'$^*NL13^2'$9P4-,04AC&.5+YO @O$$(SCG,61=-]H:E7BRF+LL7'2 M5M;V-&+IG*1G,P5F/-43L#VSE2.F]ET7[='QVHS18OAA>S3:XW+4NM'A$8Z1 M6>OG9[QXNQ>;_B*WN^7D'OA?JP]2N7],N1"D"(M8VDR$0FDOY;!($8&,I G- M.>+(SILS'7A\C*5> [EPU,$XE=#1\;1ZG&O/;K4]%;?MSF$Z$V;^?9]> MUR(K3'F.D*HS0M( C,1.T*VY6J=[;)\;%7WF:@?&;A: M[$YEZB0S558__0% ,F_*"\ $*=:.Z7')%)ID' M33G7*U$N&_]$462JB!F!B*A(_\$2B+7I G,ELYQAF>>8.<>+')IA;)Q0RV@W M4BNE1UC!00!/O_-!8.GYC=]'I$N&SD%H/$(H+H5HH)@(?ZC\@AM.P7 R6N'@ M@\.%'YR2>R>>X.0'+TBE>16H]SKX^MU^\+5QO2]?MC:U.].PX?Z!SIJP[%_T M$,OJ=E;?#^ZUUK#_^($NY;H7V"1#M$"QP##-I#X1"DPAPXI#F2*.4B(1$EXU MJ$:CV=@XW$JHSY8_E3,@YM,I;1IRVQ[[C'><;&\$9@0_4?K%2FXH;J4\JRGFT'3Q( M83'LF<8.P/=A![Y.)6#.X^B3L1,4SX&<3P%P]4RU<4;I=";-^6$&3)1QUFDW M#\;]L0Z4W%C,"ZFMY844RSE]>I)T2J>:]+_;;]4C76KFF] H0YEI9Y5+%$$4 M1D<&+L/ M<'OF[;?'U8/!^\!W(!X/A+,?E_OB=9+1G0<;CM=]]=MA=^^'NWD?/LX7LOP^ MN_G!'XS?I,F/;*T7A(5(502)P*;G3:8@02S1!R,:,VUSJ[3PBH$]-=G8&+V1 M%;3"MCG#?DZ%D_"ZN0]"@=;WC>T1O'J(N7=!).2I_^1\@Y[O733?/\D[/=.- M/(S[L_:Z3J?S/TS#G7$PI=.[-'QG"BN;;RSJ<5S=^.=2F(8JQ;#% M+5MR7H'3H'4(1CT+1]B@U./3#1R<>E;OUT&JYQ_IX!(+>..\==&\&W C<*82 MQ1#D>48@*A2!#&5<6THI0S2/A4S<8U\'$'AL%E8C**#?OR\L/X+O1F8HS(_* MQ+X\GXQ]>9M5=W#>C6PM>V;5BZ.G#@9/-=\-OVBH-^(!=[?CR+X9 WDL1_0- M\?-Z#KA<)QVF0\@QG*]U0%1WW+1#SMNY"-0_)&_S'U LXU0B#A-3F [E^G"C MCS(Y9+$J(I1$:2ZY9[VGS>AC,P8:X<#O'^:/M)QYNE-V@7,[LW2&H^][-%JUQX#I+6Q,,75+IM6X'JB<=^%"W=_5VQA=2,\4'6?_W=M8TY*J^2B[+ MYSIIEL8\Y_K%C?1)0;_":0RIQ%*_QRJ."!59FN'6*^'V$KM,V\$ST?/;W0/IWD'I14? M)/;9QNO9#CZ.3[*JI+Q[D@MJPCP_F3GL'Y_GRQ>YU$:.-E:X%+^6L_)Q]6C_ MJ3%KJDE>)$1ADD&%: X1XQ@2DVP612Q#">8BXZFS\^(22<9FB#0R@JE]Z9X: M*35QU:T[EW,P;_5L/O/'0\D?P -]EF V7P*ML.G746OL<52]:#D=O!)#+5+/ M?%BK87HQM:M@);VJ_V,"&^T*K-6Y NV*UA]H51IJ93R\ T.MT$#'_MY7RN\P M'P+=DZ?TBR88[O@= H>=[A?R09_ORV?9_':= MC97B#(LDA0E+4XAPGD.2%1P2FI(H3U-<"*\R[Y[SCVVO6XMOJK7LR-T6C.I: M.]!W8=Q,]Q[A[MM)'@)I_V3?;G@%3SU.[2N:Q%&,&28%S.*H@(C+&#*5)) )EA8QE;F,G%IN.\PU-B[; M$14868$1MJ-#\13(;EP5"+J>>:DS:AVJFY[%(VPUT^/3#5R]]*S>KZN5GG^D M&W?L&FG55SU+TWCNLUQ.T]P"CRHX[3&+N11S#D>J:/O:-==06,J)NNF%K:< SB M!$I(#CD]X: LXJ3[/H^X/=2-2;:"M;2U\\WTJGV83_7S57U;.J$X+9*<*&V* M8'-[203$L90PIAKM@A%!TGRRG"_IU(U,SDWHQ2?K:?M[->[-'&"ZD=IV5ZFV MY/X/(*WD?O1R%G@WA@D)9]\>OST,;TZCYLTKKE"$I):SFK_%SO2.]")7>KT1;Z<#OO10N/Z%^V.O.U],,?+MY5,_7EYG' M/]K1@IA7U4[U\D_E3-XNY6,UB2,<1RS",!+Z#()2C1ZFA$"1I"0KB.$ XO.2 M'Y]J;.^Z<9:7R_K*T>QU.U)[&@K'\74T$8*@UK=QH(7<;VE@Y 16T("<^:((G]+C?EOK5H M1_?9D<@62*$81:?/@TRBB M)"$PH6D"$2U,B1-*(-74@0B.2<2\?!A.LXZ-139"@[74H!8;&+EA1/RXQ U[ M-UH)CFC/#., 9@^)\UXHA60>MXD')2$O+/;YR._ASM2T>ES9 "&;N7;@\L?0 MXF>YO%/W],MN:?6.@0EM"[@ M!:8V+Q&&)KDN^!R@NT[#= Z"K]M0;?KH;5P-*8](;J)+)3+!-KGDVA0K3#F1 M1#']C[GP:\MY:K*Q4=KMY_=WO]Z ^^O_]\;;:7,"4E?O31B@>G?CK'O2;03M MS:-S'I+ D>S'YQLZ@OVLY@&.&&*2 MI;!@*L,BS6.4>?5"<9MV;"RR+ECQ*!>F)-02L/G\GUKFVCG4V$HK_1']3UM7 M39?FUAQ<$F?N"0QT_RQT*+]FZV;; =< &3:G8.HWQ^;@S&^<97,*C?-Y-B>? M[L9;OVTUI=7$V#:"_BK%BMMDX*^R6DW-G!^U>I_H4R7OU/73T[3D)L_'A BN MEOI7G\K'L@Z\K\Q=5IPSD4/,BAPBA#&D4DJ88R8511)EHDO-HAY$=7I?AZ]U MM%;)%EA?SL'4*&->WZI6PIQBIALU_'BQCR5W(]&W6L%A&'=;.VO]M?J9Z*%V M0=<: D,7P.IH5G.C)?BV6>-/#FOLS=$]KD)(0N]#S$'9OT><][>*/J<*$9'Y M?EXM)S3AL2G7"_.(%1"E$IDDE01RCE%$BR+)W.I*'9]B;';N3NSE)=&6%C\W MCKT,E9XI\E7*G)&OKTC*;=W["Y^TL[QAS.2VEJ<#)7<^V>VM?D=G_[PO'[5) M^C2O-,$T%V0Q5HR1.($22091C&-(M=T$]9< T23'4O_/Y\T^/,W8WFXC(1"- MB/;@RN5B62K-J:8)B=Z^FW_T>_./8.SV]E^.7,\,8 0$%KE6Q!XN&4^C$)(+ MCLPT*!^7,^.3?O?Q5BN^:A;Z:6@/& MMG@HGVP1:!9GE/&"0)E* I%()<0RCB O4IR* D4I<2K6<)D88^.51DRP+6>G M8MP=5\6-:?K'NF-%K7ZKSL1"4^ M]K+YR/E^L,N]?K"[Y3E91+F*"((H(PJB1$C($I%!(:@L>"IY&CE=)0PN^=CX M5I^-EXN2FQ@"F\8"5K/6H-/VLYHO'FT1?]M%O?VWL*5]A_K*G&;V47\1>MX, M^BGE^JI3>IBZOT-]77P+ (_P:S-02:!K>]S3D@-&IPU;2+D$AA>N[._/,,;Z M>9N@.WTQALEL/H-S"P*@]BMF&:BJ!]#?/[%:F(^9IYYLF_"?0Y8''G@QS]<) M'DJ@@0L&#XSSZ\K!0PO0[83YBYS)!9U>S\2U>"QG967+"#S+)O%W4A22X1RG M,(GS!*(4S84#P M>M[WMW';E;5-]@]W%G1$)>2A[]R4@Y[N'/7?/\:Y/M8QQ'VV+$4Y79D1OTFN MMU035''S@T]70@IS6V:H<54;$'?JABYF)D[IBUQ89KQ^-$'XIDNE3*2D,,Z+ M&"(A!&0Y19 D<9KA(HM1YN7("B+5V#AJ6RE0K;4"LE&KOA'G&\6,320;U8R) M4QM 5X!:]3PCYX.LLQO]#;YZ/9/DSL)M% (W.POW?G?A6JV 5JL^-EV!Z],+ MYQ]['Q+HH!'Y000;-DX_)):OHO>##MZY"0674E1FMF]T*G^E2R/'BRUJ-YW* M.E#"E+IK,\*K"4HC7' EH(H8@8C22%N5*-,TGU*:B51$7'BVJO"586PLWJI0 MO_255L(:3X^-)N;5+S?2>[>[\%XB-TKN&?B>"7@7<#K3UZ#Q4QQJ<=+*)7I.GI_-BOJ$J7WF6VSR-IQMWA4.I9YIJ! 5; M"5"-K."G1MJ_!"R\Z01+T-J;IV<? MJ9ME?8+75:5/[,8E_F4^+?G+)N>/)"CF49Q#P;&YO\09Q"1*(=:&%1*XD"PI MG.\OO:QJO@#?-ROU?;-2=58@7>L:ZK:K,ZHG MKZS\1QWNWJFSQCN71]U'"9JIUF;)[:8X?%F4\\47>RNJ/_O%1#K:/"7":%RD M)(&*,PY1)"C$!<$0Z\TFBS..<8Y\#O0AA!K=5K0PMM[&3F29K5-^]Y+,K%*@ULH^LM:K M]Z2R3B@/D$7F)]<8TL8Z(>F8)]9M[ %HO#FO''CW<HAY"E&6(<@B M%<,L3HN":MBSPJLC2!BQ_K14WA9;J,F\1RX_OJ(]L'F0=1H?G[=^EA$Q^EFD MWXS3CTLV7E8_B^9%O'Y^]&[,_K&]/"W*AIFH84Q1E,%..QPAG.B5>=(.(^K&+!?CU#.5^$/DS1PG(0A)%8OZ!!^#A="EZ+2\SN^!\CY4@..R/AD1EV(T$#W,M_TOT%! M7P"GU0.@S[2J4DGT#R=0G3HP0%3?4[(O9N2<^J#'4LQG:B7?-TN],?YPH08 M;8(SK\4_5G50T;J:>,8%5XQ*J&(50R01@TS&'*8LH[%"B"ON=&,?6K"QT; I M,[[2)W(ZM4Z=[WIOJ\!/IMJ[K/X"3#I?JQQ4\P6T,92;>/@K,*O+E"]/E"GO M=Z'=#+RW6+Z>]XN[][=7X(-DRZTP]RMPO;-<=?BEJ2.PKBM/U=($$:PUL_?5 M0:O,A\8Z:#VL4+(-6T4K,**O:F^%'K]SU/N37"Q?ONCO^?)Z9C,WGYKQ)UA0 M3'-S:Q)%.42I-I )P@H*I-D\45QFS#>\_>AD8R/I5E;[KLI64$N^WD'KQQ$F MF+$BX0JFIJ,CBKCI%DL%9$*0F-"<1,0K8C88P@/$RPZ#L-M>%0JWGO>?5LPK M8 5=MX5MD O:=MH%DL"1^\?G&SI$_ZSF!V+QSS_C1]%"EI.;V5(?GC3-WPH] M5ET[4)_S/J_L,;-($YPS3O;F]D5,6?><$9C0QI5RQKZ=//S]_GS_]1CU(2A M?]CGB?/C#T(2SFJV#.'^0,=^LE*?&^6GNA- Q1>EK;!Q;\S'2<0+RDB-SC8TB:E&OVD+"6^*"WZW GE<=IV!VLS$" M@=V*Z8;O+GM?[57M9ATTR/[;PH:G\ M4RTKFV7];JO*3[75F5YD)$>I@!*K3'-,PB#3IT,88U5P@6E*$J^0Z0OE&1L/ M?;N_>_^_X;OK;SU7H-="PP3N_O:=/Y9).KYFI6<27D[P@7)_9 M$$PRXV]#.88DD00*BH0D>H4+&07J_K8W]=A8\_V#>55MZ#$U,4!UBM=6J[?U M+8A42O)E56>+Z4-W$ZOXG\%ZP>TODAN5]@-]SZQYMB=<(SKXO14^;*M*3\0& M:@^W/_M86L0=0<6C3=RQ$;H6^6?+3X%^$P2+@GA,8)(9A%$(C/E&2,%JPA*YEM\BNXRN[!%KZ8>T1@=D;Y@.%9@;'WB_DLA-\)V,Q_48<+DBSDZ8[T9O= M1NAX+S2?B?GL=J9M5$9G_[S3Y^2%%%^U]?CI]MW=U^8]*1C.J#Y#0Q6)5&\+ M60I)K B,TISCF'+!$[\;(I=9QV9BUT*#M=2@$1L8N<%/5O+CEB:, M&@HK6P^T<$SQD SP:HY!7_9C&NZ_UT<_YQ^8UA0)^%A6G$[_6]+%S4R8?BZ3 M-*>41X6"*"X$- 6R(>,YA06G292+G&7,J=?OJ4G&]BJW!3=J08&1%&A1;1\O M]U"THY">?K]# =7S.]X)(Z_@LW,@7!!W=G3HP4+.SBFW'6UV]K,=\\3::X.F M*FRUOA)+:82EZ6Q2I.:=YRB#C$41Q(E,4:Q0$BFOK?OH3&-[\3 M\3BF;IMZ$*1Z?O,W(+5"]G)_>!:*H#E-1R<;-DGIG,ZOLH[./M"-&[Y*/C6E M5]O(5E-'Z'K.RYU:0N_L[=0]_7&]7"Y*MEJ:Z+7[^1=J/C)AL:!IFBD8TXA# MA!,,:1PS&*<9*?*"R8BDDYGMD2CNW;GDFKL!V;1-%=^NPK6]GM5)78%LMLVJU M8N'8,!S((6DS@%2#\FLX%/>)..#('1O;<;YZ7-E@@E.IJ)_*F;Q=RL=J$BDJ M*$<4,AHQB @O($V1A#Q7,DZQRK/C M!["*>"8>>"^4&POW"7_/G-L#\OZMY3K"%[2+G*\,PS:,ZXC0J]YP7]Z;9^MUJ:CAM" MG_N_SJ?3C[54DPSE+,X%@DIFL;;H-'N1E%,894J0#,<\HUX]T?L1+]O[6T/-LEQ0+6'N!;3ZQ_>/S?/G?014Q'U:J?148ZQ[056 M9*!G>K0%,-<7'=.ZG<8?#R5_ _TV29H@!>Y-.WK:\VZ5!_P7[>$(!XK7L"8 M<+UN$3;%881QJL#WS:K9M7JK]7';MP? O.>-N:TJ ML;D+;.I+U&_0YP;]M2;Z*-0L3ZM-Z*H3G=$,7Y'"7Y0WJ%;1&:_#E2RZ#]Z?1/$UFP3#JF:I:>&[6\)AZO1T25H[BY)&;$@*O@=)0#N(6 M*,?D' PGTTF./CQ21,Y^N ,#UDZ+._5.GSY$-8E2E$C%"$QY9MJ< M\E2;\R;_HRB2G-,\BA(GS\^!LA_4^R5E[CPS'5(=EW>&G(Q_I MZ-I>/3U-K3N$3M_3ZN'C=/['[4S-%X^UNZ0-AS0E(30O"2@2:KHT)11217,H MBCP3FJ]0G'J5QG&<=VQL]NVW+U\^W?QZ\_G^^A-X?_WMK^#CI[N_@]O/'^^^ M_FKKBGD&H+KB[^A@#H]JWQ[C+8F!$1D8F<&6T+T$JWH"%=23ZSCUL*Y9/SQ> M^5H]'^_&5>]653G3I]?K39TI^^-"RJ;S64H9X9+H4V24)Q#17$',(P9EDB2Q MRE**&/9AJ;,SCHV?6H'!EL17H)6Y8Y>Y\[B[L5-0-'OFI4N!]&8D9W!"W[ZE.9&B&G]"2F+.!"&P4(DT M%5@YI-S$(ZDBDS$6*"^1P50^(XT.'Q))Z!3I*NL)P\6YX=9+C3IJL^ M.^=/YX>Z] FU(3VS^;):L7](OES.*7\HY;-\+&?EX^KQ22ZL5:E56VJ0JX?Y M5+3?[MQ43T$YS)AI)BRDA!A) 5E$$5&D2)3PZ";:68ZQ\7.MB;U?;70QZ2[+ M!PE:C61=*J_1#&RI!M:Z>?4J[;Z&#@P_S,KT?>H]N"B-(J=7HE./U O>*H]. MJH.LS%#]5OM<(<^>JA?C>KKS:O?A!^S/>C$&NUU<+Q^NP^:V%:S\:5-)^T-3 M6G8^VZI<:4I:3C*4Q4Q1 @7G'"*2($CU;@83)C-S89X7*O+(R.TB@].;.7SN M;2NO:=;ZJ@RO!S'ZKHC#_M0'P&^0$?%IN]3[-MQ;\MM.K#VB[;'W](CZ0!M. M8/3]MIB.\)W<5WS''&XSZ:CMS@[2=8PN=8:CMF3EUJ!M]^NX6T;8__' W<$_K:L-%%E$LR@3,(^))OHHEY#& M40$EXG&B(I:DW*MSQ_DIQ\;V)YLR7U#XP0%\MWO/L)#V3/$!T S7ZOH50(,T MO/[T-@4;W%%P;G[]^LG /'2OQVMB +*,QDH8#DI-BIH@&&*:%C"/$,NS0F&> M>Z6H.:4 MQ8PQ+#,O(^C@+&-CFV/G6S]F.0RH&Y=<#%//[+'O+>NAN/E)"$+2Q.&)!B6& MD[KN4\'I#X:'"/L7'WF_&,[OH->NE>[PS2,^?$V/:C=47 W/@)UDOY8 MSLJEM-;H[6S9F*-UV:E?%O.JFJ"DH'&N"$RH-'78:0%)IL]!,[MTNQZ)D1VIJZC7Q=;M(.(N-Q9W8I0@/= MCGDCY7<5=@J%DY=>!Q\<[GKKE-P[%UDG/]CYC/9<5J:B^GSQ8;YB2[6:7G,; M%5%-&!%4Q4Q!(KAFM$Q&D(I"P#329S8)RE.,B&//Z=" M#U-B;"TMX ]T\;WNSR'I8J:M4T\WV4F?=9?T^_;GU/FZ+(IM!W M6V &_/15ZF6LZ/1X:]8N9^"S& 4^_1Z?;^AS[UG-#YQXSS_3C<9_G<_DRZ]T M\4^Y_+B:B=:$R-*G&1MU6RG! MHQ43*"TG*-N:,&JI806!%[<+F?1B$D.QR9:5!>.*WM M/B.<^?3%K6H^R"=MOI36K-<_3Z5-M9Z)Z\?Y8EG^R_[^J!]N(DD421.9&IGL M/*0R G&:%Y"D,582<1X5J$UH<../4*(YO4.[>0X];.MT!=9:V9N";;VNP-Y=PM7N94(OS7"" -Y3DYS+9'NK MYCE!$#W15"?,^!U\CB8F8ZZJY9S_TU;BYUMETIN0HB*-":9%I@D;8XC2-(54 MJ@1FE--"1"2+,J<+####8MDS>;X1 MC![NSK!P#N3\;%$#:KX YS&^_E&&B-GUQ.NDF]1AF.&XT M[33EV)C:R.=3&MH)5@<>#@Y6SU2\)6_=A =8B8$1&=0R=RJU[82G3]WMT+@. M580[!+Z>M;E]H#I=J-MII &K=OMHMEO"V^O);EZ1K_*I;AI4V2X).YGK+&.( M9-I01MJ"AB@O!&0%CF%"H@+S.$\P8GZ.CA.SC<]WT713JJQE4M=GL+*[:2PFIW9#JA[*IS:-2E)"5(Y@SHFVY3(-*LXTB7!)I! %5ARE/CV8+74<73?""()9SW31#2YOMC@+14BN.#[9H$QQ5N=]GCC_0,!N M@4VUD9=?Z7*UT/^U$>F;D/R<<2EERB!%N38]1*3Y R<%1&G&HR+%-"=.)4 N MD&%LS+)I>E;WFINVXH/'1OX S>;.+(L;\?0,=L^4=+S)7*O"%6B5Z#63X@(8 M>^\N=T:,M^\LYX:34U/MC,\?Y3W]T<0CO9,SJ%3W=X >9NC8)H96I3ZP-X&0>N(O\VG)7^H_ M-Q:9$KE2A3:/"V5:,RS%R_9 *VC7&;>9A6\=XH?&J?XS? MTQ<:K+NL9W-PKL4_5DT\\40F+!9,(Y]QHL_M/)60%83#")FVH0BG!>*=K-'3 M\XZ-F3R2 7T1]C3QPN$V&ONM3IS;TN+J7+9V=SO.#;Y>C+0S4[^-!>:&QU'S MRO'Q;AQE @N7+^^GM-)T>+_0I_C5XN6;"6[YM"YZ* 7-B,(QS*5*30Y(!EG, M&>0*8YFI0D29UPV%PYQCXZ9:Y"M@A3:;?RLVL')?4'3290&XRF04X0C*2&00 M:1&AME@51*2(%&9<6[7<+ZTO\!(,D]WWMHO@MH<$!K;O_2,$HMX;A0=&(3<) MEVD'W2 \<-C?''P>[=@GV@QV6U4K*>*)4C%'VB:%"1($(I8Q2$4D8!XE&2XX MRE/N561K>_"Q47W3"$C__W)16J>E"6I9+J@PGLRGU>)),YUG$N .F&Y$TA6B MGAFCYH5:KH#=F0\H&[0%\_;XP_99/J#9JV;*AS[3[:W]NRR_/^CO[+7>D>EW MV7:.K[_3=ZMEM:0S\STVYU\^890I14W9O QAB)2VZ5B&(LAP3$2*65KXE:_R MFGUL[WTK/*2U]&!FQ3>[(C/RFCN-Q_D,5#4_S#?J@)_*&8BBZ#^JXXGQ 5:+ MQ!E'66%7BVDK,**08!5#F;(DUHN')$-^5F!OZS6,/=A]Q?I<)C=Z[PWZGOF_ ME1LT@H//:\R;C7-+^"M@Q0^W3W1"+>1&XB? H#M-)VSVMZ)N@W3;JTQ4Y>U, M6UDV3M]Z9+\]:5-6W,W^1A>E"1TPKJQX@I,,(98HB!$5VOJ4&#+)4LA2??Z- M1"X+['5QXSKQV':HK_)Y/GTV&TY314A17HT;8<(HA#Q6$ FN(0Q2C!*!2LR*KW.VWU+/#JJU#)" MI86\A!K[7V='5\"85J]O_X)1I$EGWM86;*D+V O8_ERC,K Z7P&C-;!J@RV] MKX#1'!C50:M[8$(?;)V"ND9Z%WI8?\M0:_#*B3/8Q#UM6M4Q >]JF3[.%TJ6 MRY66YW;V12[*N=@[+=S\D M>5O++HN1RDDE5)'%,(Q\ MU9FM[Z[=Z[9@T!80J(&X J^\-RT8P*(QX%;8TSH.NC.&UF%<&V5/*^2];_8E MA]\V*F0Y^="4E+B=V5H#9O9-> #)"TJ9/JW1.,H@2@L)*8]3B)@B!>:%9'GD MLMV=FVALVU(K*]@2MD,DQEE\3^\?(5'KV]W4&3!G%G9%8\.654N7E>0_?Y\_ M_T\]1,V4^H=]@CP[_"!$YJID2SC.G^]0MU.59%IG"G^5IIIP-1%%5'#*(JBP)-HXC@@D.%.P2#5]1$HAK!SKA72:W^EU M&+2"R+:0CL$5W9 _S2/]H3E8 T0K.C"R@U;XG83<;05 HT&?@'L4@>H3^('J M085> +_24%T!/%DERGO0X0I&==5WIW94YT&ZEI$R%Q3<)$B;"A*57#S+]ZO% MPI1;C@N%L8H+B*5$>EL@&))413#+E2!$(A$E7I'6)^8:FQVY(^JZ8D/I&VEW M"ETW%T0@S'HF^EVX&C$UM]2"ABP>=1:-L,6CCD\W\BA2]("K :Q$",QBE'O%/NT./S9F,M(!(U['RI=[X+GQ37=(>F84#S3\.PT> M5#IH;\'=&8;M)GA0NU?] P]_RO\J[$9;-LN7O\OI]'_/YG_,ODE:S6=2V"2F MQ:0@!8U5'$/&BLADJDA(4AY#P3.B,IQ&U*V@Q=F9QO8VU\("(RW\IQ$7M/+6 M*7..Y2W.(WS^-BP8;CV_\MTA\[H.?:%69&!>!;"^@/EC^P(&_-Y+22Y?L,*Z2AWG M'MAOZH?(:R>JY_-=^N MRJ>?^?SQE\5\]=2TJI&\4%&!&4R%)AX4FXP+C@N8 MQ9&D2BJ5%,2]\=WK"<9&-:V(P,KHTX?M 'BGF24$)#TSR"X:71HB'8+%IQ_= M9? ,=+GM^*7Q;"UW7/73O>0./#=@\[CC4N]VBSOQN6Y6U3W]<3T3-2%6U^*Q MG)6FBJI9^<_2% ?32[9N,QY'49'E+(("4PR1N2%'SA8GS-A'>LOP^FR2< MXD(3&LRS5.EC8L0@0UD*A<))KM(D9GGN5P? 5X2Q49I>%##?-#LQ=[Y\2VSP M[_^&DSCYK_I"9F;7D4Y]ZP-XKY,;_?6+?L\DV IO"Z[6XN^T0;&W[]LJV)0< MHT3(^@%= 0Q;2U\=VQ)2^.;F]W\ MX \F/49/,$J.KKLAEF;OKUX1@LX5U#K45,JN-M: MDIOM)=EK.+6)K@[HVKLO@O$&=8!>#ENKWR" 8;LQL#O:?5@#&+]'U-Q M]9E.34+B?J.+5"4Q$IS!)*$%1!E#D&"N"5>AE/$H(HP4/ESK-.O86-5(6Y\+ MS0];>&? HA,/T%_&"*R2WN4T\*(MY8;'/5WX/=V.FQL*L MX\OUL LZJR@W![Q?-#D:@_2=U#NEZ1\PP5P;?07-8)&F.42%S"")B8*,TDS$ M49RJ OGPD\?<8V.I1G3 &]E-7>=6>'M^]K7N?-;!C;5Z0K=G[FJ!;<4&6W(# M(SCXR8C^ERO K/3FX!R.NCI@%I+ ?*8?E,8ZX+)/9EV&"-K?<\*+W/2X0#"/ MN80(Y0J2G!0P)2J.B*21S+S27([,,S:JNMUTUY2UH$$Z9$Y0A#,L*;-)A1!I M="&5*H$$,9[R2**!_12[9XQ^77>W:(S5W5]L?7*29D5,5:RI(C+! M>91Q2!&A^@\59065"55\\F03 ;XMZ6+I?L;M+)//:[,O68\7HX;% &\/Y(W6NY7KS[#:4O_V3=:9"6 M364_DTAGGOTXG?_1P6G6_6O@[DP;9'$'<+)='?"P;60':S_<_N]AXS\I/AAWT/>)XEB K. M(<*IYNX(Q9"16!_J>,91)(0^R7E5BG&=>&RGY%9N^[ZNA;91:)Z)E*[(N]%E M'WCVS(RMR%? "KV/Z!!7$+ZH!=)U[V+Q.3T1>97SZ/M\Y*/G]:EGI"?[O M.:NN^?).)5%<6&]A:9R%^@,?YXMKSE>/JZDQ?1J_X@U=F(-.M;ZQ_:QQ:>HU M"4DQDQ&!19$HB)#,(1'ZKU'!9:+/G3@KG$JJ]BGDV/CPTWSV'>J)'L%O/W_[ MN;[>L+I9S]?T;)S$<*OKQJ-OO68]^K;&K"/I1/]_,Z6[FI=9%Q(1$3&8RPNP]*H_D0=LVB29^X?Z.QV M]JQ9HM1148@*C(,,;/:R4;:.@I89:"L*^RTZERUP?7V M#5MJE19 D!$$<8Q7)/$I1PEP+A.T//K:=S,H'K(!-LW3W(F"O M@#M-;)?"T3-->2#A5=OKF,H7E/-Z->1@%;R.*;-=M.OH9[H9LK_-%'V>+VQ[ M9/G=G/3UZWYM8SR;@@8HIU'!M.$CE(8*I?JE)872!FO&5)$0C-/8RU8].^/8 M7N*;GW_[&?PB9W*AO\$?Z)*"+XOY4O*FAX=5P?ZXFAK'B)^QU_[%LMG>:.4?J'J MDL)WZEK,;7^_QM>$9,IR'#&82EY E!0I9()E4"F4YVF>RS1SNN]VGW)L%+21 M&M1B7S4EM8V7JA6]@]?/<0'.._O"P]HS!P5"U,OKYP?2IV6=:D;:-1M>-2&T0H3EBE;.JY+;+]T0QPI(,93#)$]/Z+^/ZV),B MF$91H7 2JYSCH'VQ P@]-BZ\_OY]89U:II%#+2=X-H*:-[=:SOD_0?VUJ(!L MU/.,K!WDJ^!FUHUM@7MF99<^V*YML->J;S?!7FL.K.H#-KT.N%"#-KH.(?>X MFEL'7 GOAM8AY^ZVS_TZ?Y9U&]S6)=B4W?TZGTX_UC6,)MC4X8YD#I&*D;:X M*=5G_BR%$M,$%VE&D%^$JO9KG?JB_+9FOF?UIW?D8RXX)A! MQ7+-1@FCD$9(P83FE*51]<->2+Z>9N!;QJ-ZOKXZ//[1KM4>](M4/M8FSOMYM:P^SY?74[,Z;-JV MLXIY*I%,%,PIU38(80(21!/(4%'@*"DB0;TJOKI,.C8N:&1>'U^LV$#+#=:" M=^P=YK0$;HP1&MB>*20(IAV*'[B#%+82@L.\ Y=%<$?B=8T$CV>[<9-)DEF^ M?)-\M;#A9B:,<+Y:?I54E-.7#]+D5Y0S,]U'6B[LB>SV\4G_:*PC4Q+G>C9; MT>GUXWPU6TZD\?%%$8*)TLH ^YH885<-"=MQ=L][?H?B;IZE%@2Q.5O+ -DFR5]G+VO:&")(ZQ/F,P M* M$()*L@#1AF?ZID#(B7*'4T[5P?+*Q[;1WJV6UI#-A>W,ORADOG\Z_R_X0 M2\HSF2<89B33P'*90)KF"10%BU.>Q0+E\>19+MA\:)"W)QWBJO)I#3(-#;*K M6R<,<#WO4)L49B/PE6DV5@6LM^*"0E@WSXGY!O;WG-?\M>/'X9FN8:<+R>?? M9^6_;$AZ4^NN^B#YPM1P-T575E-3TMTT@]0,-5\T]V'TQY=YG:!:313+"Q(E M#,92<5.K+(4D35*8%3A/&!>BD+2US=WH)818':SQGFG(OD1 M$JL.P.9Q*JG M5FQS)_-D-&J*D7G'L0984#AD/R=71NP+$[M-/]/)]MK@\4'697?9X;: MKJO/M:)R@V-U\;K?6R#+.9I#G^3)>J9P"]9':^26CVM MF$>KXJ%7;J#>QA_*BD_GU6IA8T@IY\;"-;OM4[TXI@:/9E4PVUWIE M9W*YY>\$#P:%GP.U3 ZY!"=[+ >9:+BFS"%QV>GB''3@KD6\G\HEG9I-WEYZ MW:G?9D^+^;,438FW4E8W/_AT):0P&[T^HNG?_]>VC)P=PO]TS\D7U[_ M**M)DD2%S&4*58ISB' 10T83 FDAL8HY3G+DE(;;HXQCVX8;T<#O1CC/^_8^ MEM#MN/3&"]/SYNNX)ATJ\_:&6MAZO>'%'+B*;V\XOZ[MV]]4'7..N#8-5J9L MT<=R5B[E)[W#B%MM[LR^EVQ:=SRL[LU=R80FD4!4%9"GICA_KA D3&']?1!I M1"(:);E7(QSWJ+"1ONG*;#)%?J7_T,;;^RFM*O"[U<>3 MN#W6R(V/^T&^9YKU /T):OXC]#5V;^J5G1Z MM[B=J87\_U8FC'PI'^N7)B49$8D0,&$R@4B*"&)*4IA(A%F,$,(D\2LO<7RR ML5%9(ZL&$VRDM2'-5^9W[^;+AVZD=1)Q5R][&!Q[]YY?#F$'W_AY;,+ZO$_, M-[ O^[SFKWW4#L]T\#U?"V$=V'3:9-+=S\V-Y5_G4SW -[E<3@V=V7R[:GT3 M;P-.[E3]VTFNL*"8)1#'E$ 4IQDD*4)0"))RD5#."Z=#<"!YQL9/&XW 4Y-E MNYP#H94"#U:K*U#5>IG;P\KJ< 7H.NIADY9M_\G#L1E@;1TM@E&\C_?/]05D!. MZ]S(A7S28TO3%LJTC)+5LGRL'#SQ\?YK*FU MH"6GO!E:_]+$#]C;:3V->4B+;@(!7]I!JB?)2U6:KEGSV;,Y=)NCPVR^K//T MZ4Y39OV+/QY*_F"?U)^O2KW(=4& )UI:56H>JD[+:!^MZCY;1[4TS;M".>G# M?4M/NN@#3#.<@SX<)CON^8##=CO=?"IG>JCW^OM?+C]2;BMK_DI_E(^KQW?S MQ6+^1SG[_I[J-U__?I)PE!41R?491U"(>,0A85D"%2^-V+.H+\)Z- R.V[3)8 M(]U*?@4:V<%:>/#^'-3>QZ4NF(4\/GG-/^AQJ@LR^\>K3F-THSI;JN1>/VNO MGWB242QQ!&F>2(BH$I E40Y3@4E".(T%*GRX;&?TL9&5%0X8Z3I=_^TBYT8U MG?'H^Z#A#(4W4QQ4.205[$XPZ+M^4+?]E_GPAP:N:%>G\&Q"':IU0?"F3-'G MN8UVD.+OLOS^8$(@M"5/O\M?]-#+#]J^6J?V;)>T07F>)S'F4'+$(9($09;' M*4PR8H(.HBB+Z2#%[_K1;VR,UC2?W3Z8)H M?XIOF.,%W+BD'A&S!RB_UZ28;H&TW6QB79QOC=05:+$"#5C HF4*;6]GH.JM M1A_8%Y0O0]XLCO.;,(KZ?CVI^.9+P*!/Q.*R+4VJ,S8C87! H0\5KQ_.37*CY MXI'JU[#V/(/5K&Q:F2[6_=$;]VO]3_47$8C5PG@9C+.V3C0;B\EQ\MOUUI9% MJ._,_S$&1 W(=FG?C:WP9S 07!;TSV$'G-3D_Y#MWF6UAMO5G:3I$%!Q6.*; M'^9'>3NK4PK;U,+;]A^TU7#3WE%^6NX6RWY_%%.4D93$6,">8011'D> M0YQRXS'D29'0+%>Q]*B>U(^43OPY?/FDKU*LUM>@=B-M")-O$ZNLU=/;JC37 MH28GI50EIS8GB4^-VU\_OKE$WMZXFV?,5EP^:BELG:;W=W^[_0!C I[T7BX? M2^X1"A#^"^00Q/$VWX* 8D+=::K_ AMY6XF2<0_A9APM[Z VQG2B(_F;I8$?8 M*IUZRVEFL8&>6^G&**:*%1',N&(01:;N%BT$3-,LD21&,J/NV?XGIQK;8?K; MZO&1+E[J:HBUW.W^79^<_]ASV0-I^QW5N<;- PN]6#[A>:<7PV%_#09QSWME M*^>:$.NP[XZ9]6>^P^Y[5S#X!MJ']F$,M'$XP7!R$S@]PG"$[J3)#CF[/='- MV_I5+JDV\L4-7*:/8"JC<:P4S=U(]O0T M8R/85DK0BNGG6SR"9<)R&BE$8<)Y#%$B*<0X*B"*LY13C(@LF%\5P\O1'*9^ M83]XNOE2+\>HY_WF%3@]=*X]#4)(_^"1F0;UWYW6=M^_=N;372^OYHOEO5P\ MFAAB$X?3=$)069Y1E!,-&])\*I2"1 @))249R[,TS2._].O#\XR-4*V8V_4X MZZBO3ATGCD'K>K5R,6"]^VHZ8=7A3N(D$F$O#0Y/-;!7_Z2^K]WNIS_>C1<^ MR^5[6CWH0_)S*:1X]_);93SP==4?4Q35G-)LO>N))#Q.9*8-+J&/MBA+*22$ M2TB*.,X4PD6.LLG2..W=J,)]:B_V6 O0WQMA"IZ9K!KPU,ANKO[*5FY UX+[ M$8G'6KAQ2S\(]TPW!EPC-?BR!>Y/1G(-\5_ 6GAP?1YF;P[R1RPD+7G,/BA3 M^:.R3UX=1NC&9\U]8W4_OZZ3]S;URZI)))#0!QP%68PSB%#$(&%I M,L)B** M)4U)VJ'GR:DY1WH']T4/]&!<[CL-3#SYZB36;@QU,70#%>-JQ#2WBHV@6Q4O M _*/"QXA&>?D?(-RC(OF^ZSB],S P7Y-*,,F>W-3@[-J(WTG-!.*D*2 !9,, M(LHI9'F2P*C(*>68VZH5L:7TN&+L?99G%)%R3@+_ M.0+B?+ /%O?F->D%VQ4[+QL[(MM6WZ2]B/HUN6YQJZ'69*(08C+/ZB+GN(Y1%R#M?7JZ9*XN15;K9CC55\EE M^6PBUZZGT_D?QO3^.%_458=,UU[]%[WOS-ZO%@LYXR_WIHK?M)9=_&-5.QOW MXY G*(OBF$H$LSA)(4*F_0C!&*("B8*C5,5)[EY^M4=)Q\;YC0Z -TK451-K M+0!=J^%5QK//A3Z]&XQJ^?K>$AHUP4;/*[#6U':::FJTU6W6VY5N]05;"H.- MQ@>S0\:R^C[E74?R+1@HV'H4WP;/TJ8#K-#IHJ=]"C!@.=0!<-PME#K$A!TL MC"^+.9=25*;ESB]S?6B=69.F,A5[C7"3+$^%)+R /"^DMA(HAHQA"6E&4(28 MS)+8J,0B-JW4EY"]Z-M"'!\]C[0H(XT/YU"9A^VXXK.">WCK.##$?_KOKL4+CS M0QW;3,X73W.37VA"9[]);@JWE[)-V^ R*@HA4XACXYLS&9Q,J!2R(LE4'$=8 M)EZ->D[.-C8:7@M;=[^HUN)Z=H$\B;";SRP8;CT3[08RVX-B(VD/>3).F 3M MNWARPF$[*+KH_JH7HM-#;Q,3=O-#+GA9&0MU[RZC^1?Y95'JK34M\I3%1$)! M&(%(Y!@29=J'Y0E+,>,T$4[>HX'E'ANU;8EMX\#$?#JEB\I4BJE+NPT<$^:Z M_,-$A_6PJ'^BN_0M[0_$+&/-=L3,%CKJ*/Z_XC['J$#BCSG;[; MKG?'RW=2S1?RJ^2FVZRMPF7GKW]]3W]<+Y>+DJV6-O]__D6+/%M.1*HB*2F! M*E<<(JXW,)8RI:UL$=&<8)ICK[JE'>48VZYT]_X6,"NP\6GL*N*W'W5=&+?] M90"X>]XO--)7+=2OE%C_B];C"FQK8G(\:EW"$?^%8(8D\JZB#$K,%^*U3[27 M#M?+Z_ I]O[CT3U'Q6 MP(T6^\*U?^>P%?L*6,&MKWTM^E:J!/C=I:J4?UI;!]2"IKGYS#]LVEL'9%ZE MP749(UQ/0-,&69NP32RF*XC"A,=I#%7*3)551$ MZY[M^H^GNM+HU+/'Z@'0W;BO(Y##D-H:P6\U@H'[2AS7/23_')AE4&(YKN4^ M8YSX9#SR@S9DDIJSK.<;DN.I$EN2(*$8AQEIIT M;0X95Q*FJ501E4(FS*NK\?&IQD80C7A@NI'X/WV/2T=A=3T/A0"K]P//6L@K MT(+61^F,\VB$/:T]<;E,8R.>M92VN0'XB5: MFX^AJ]:W$]!<"@=W4,,J@%C#FF#A<'QEK 4<^H+(P^H+ M+<7'^4(/^?=R^? PGYJJ"/H7A^-()HS*+!,$PRA5&41*"DBB1,$D1E)RQ=(D M2SO4Y_$4PX<+ABFP\XN)A#JJCZQ5N#O[=*8Y3*LO*4G MN&/3\KO5+'#(7D=<@\??^8YCD?F< MY(_.-#JZVYSNMD1M^NMY%ILZ#J^; 1<$M+Z9L!M>WD;762Q"6E;')QO4?#JK M\[Z-=/Z!SF&KZUS<3^5,5FW$PR0A*B-4)5"0E$"48P4QBCADA&BFC:F*F5?5 M\J,SC8TG=K/!V7RQF/]A[])6,XWK?MR6=XSJ$;C=>",(B#WSQBY^5LI-8%70 M*-/34 0.*3TRV=#QHZ=U/A L>N:!#NVS.!W([7/ M:>(LW@['KI H]LP?;P"@Q\DL)) #'=(N!=3OQ.8*T,G#V]E!ACO'N>JSF?+5)U[Q+?[ MG^<*NMF'?:Y+S[2O13\.[A6H!0>_-__M)9BM*WIANP)ZRC!P;\!N"+WN$-AQ MG&Y\^:N-RY5US;^GE4V5,I.;R]K&.4OS O-"9%"2O( H$04D:1)#IE*B\BR+ M4^J5L71^RK%Q8BNAC7WP8S,'?-WX*RQJ/3/6EK# 2GL%=C#LH4*4.SXA.+)C[(8VYNWP=^IC.:,S7M+IEWEE6T&MHT@C$:&L(!2R*-%< M$^,4$DZEB:U3N"@RRF._DD\.DXZ-;=8RFY/)6FK0BNT2B=I] =S(*#2L/=-1 M $3] R8\( H:(.$R[[ !$1Y(O J \'GV&"]M+^HG_=/_^A_M;_0?YA#ZO_[' M_P]02P,$% @ B(I84O57&2+7* $ !*$- !4 !B:VYG+3(P,C Q,C,Q M7W!R92YX;6SOR)OG=>+2LQ#K:X^2Y;E+-UV6KZ6LNKT?>'" M$+!YDB)]2,II]Z^_ 5*S*&F+W."&,M?*03*3B.%#( *(X=__Y_?SR4_?8+X8 MSZ9__PO[*_W+3S"-LS2>?O[[7WX[>T?L7_[G?_S;O_W[_T7(_WKSZ?U/;V?Q MXARFRY\.Y^"7D'[Z8[S\\M._$BQ^_RG/9^<__6LV_WW\S1/R'ZO_Z7#V]<=\ M_/G+\B=..;O_I_._:1JCC"D2E[0C,CE*7)! E!ML_OEG3JGX^>K3?[G\^/<'G_]#K#[-G',_K_[T^J.+\:8/ MXM>RG__7K^]/XQ 3Y)_*OW_[='QGR3";_8ZZ_C*;%)4O M_AIGYS^7S_U\>/+/HT\?#WXY0JI7W[+\\17^_I?%^/SK!*Y^]V4.^>]_";]/ M/^/JG#*^7OM_W/S//]^0\74."T3.BNWW^(O+[RBK[402?%_"-,&:XZO%)K-X MYT.3(N_9_.K_G/@ D]5O1X7ZT16L#Z;I:+H<+W\<3_-L?KZB]2 LEG,?ER-M M:3 Q4T)YXD1R3HG7G!&6N 0M A=@GY-,Y]76DGLY.PG&U]]_ZVO/?)C R$3- M>,Z,),Z1 T\U<9 DR5[Q&(')P/E=#HI>%JB8%? 6$/_Z>?;M9USCY\)5^8\5 M>X2R2]C]CZ?6O\O3;3P*19;^\A-*)L-\#NG]6J^/"F#%_1*M-ZP^N2UF+A;D ML_=?1Z>H#"B,'$[\8G&23Y>S^/O!]_%B%(U(QH9,(#!%I(F.!$<-2#K27@D3K"<\&.0@ATB"\9XXZH30 "8:5@,[#TD9!C0]ZWC6J\!;@,SL_'PV M73'P*YP'F(\HYQ"]U01 2R*9E,0KE8G)4J(P9,)=5@4Q]RD9%C"[JO8^4G:2 M\]9 P> BS':$RNH(/Z!_M:1)$H# MD51HXHU+Q >7.&B*%EAV7:H3,'CCP*@@U090PO_*U%V&/LR^K3BYQ9-* MVDL=#<:3:&SQK!;$>6.)U2[F8+1VIILKWVFY3F@1KP(MO4NW"<0(LFPG!,E7@J!*TFX M2>PQ6VHN^6$Q!0P,%(F*"2*EHR1@7$F,$EKRF*RGIAMZGENJ$V+4JT!,KU(= M%"6/Q(_OQU,XQAVP&.G@&?BHB 6?B(R*$V>Y0=!SF2@>PPE"G0N::QJ&<6UZ MCZQ[%?6 4=)M/L[PLZ.8( 7!!8F"EV#1.N)<$(1;'VR S'S>+$X&X'!N_$B^LE'F(]GZ1W^;C$2.04G(YZ0*EDT@"(3#X#'9-!2 M12L2S[I'3#P@H"F;T1] =A-T(V@YF$XO_.03?)W-ER,F@W%Y[F""H.D:V%F\C\%BC^VB:WOHEC-#+]L9P3X*,C$C. M. D*I>&4%P&X\,G+'O%Q9_%A8ISJ -E>P(T@Y&SNIXMQ$"(SFC=12"6AY\GQ[(O?6'B6SJ>R.[B'E@J!P@ VEU8D[\YY%A+#&, MYXBE'#'N\'RTD%$2-E+TIGBR3O2 CSN+=@*%?C6@V%Z@C1B-M>OT7^#G:\<) MN-:.!W27I'+H9@>)8+:2Q,2I!VX3PKEW#_5Z^4[H,*\&'7T(>6"<'%[,YW*:EZ ,ICZW="BGTU2.E%S -#99VO M\VX\@0\7J^L^M'](89(D29V)%!Z(HQ!(]EX'*P4/L0\G]?ZZG:#A7@TT=A)K M$Y#X!)_')7-KNOS@SV&DI%7<8VR>$=I$>J!X0.I(@L"@C!EMO>WC8FS3VMTN MR.@KP\8.\FT"'X!IGU;^DV ZKY/[ M+P]6F;D0 MTLY24E&-0+XF3R)(E(*34*H_H^7-HGB>@&H-=S_=J?Q)N SD%* MJ)+%Y;^*>-B(1B6DL)Y05_*NO%Z]:C,25>">&^>HZ\^?V4! -\B\G@O9?B3= M$EP.\3]/YF>S/Z:C" Q4Q'C.^<)"U(DX% 5A*6;%G7?,TK[!08/ L%19/U8# ]P;_ 9Y2$%%& MW!5]H^8.!=TP\WKN<7N2]=!7N86'.?@5W91Q=+FL(+'D:\E0LGZ35(1Y&10/ MSB@./6#D]IK=4/&*[FRWE>? .'@_*\DR7V;3JPO%!%GG8#F)-&HB'7DGH-S$D M6W+(Q$4,ZH7P,7,;I:%]Y [<7[=;@MKKN:#=2:X#8^)L[DMA_^F/\S";C&00 MW#(:2?0B$PD"#9PTDD0;LDLL6!7Z2!:XLV@W-+R>R]CM)=J(>3CZ'K_XZ6=8 MO3-X9EQ0,A!C39&"922H:(D)AB$?"J70AYNY:>UNP'@]UZP[R[>)8.1?,)G\ MYQ3C[U/P"SP&T_%B<5'*5Z-S6G%&#%@@T@NT?@(HB!/0^>=LN>>+D:(,62CU9+)4VMOLB6[P;5%[;?>HN$FX"(IY-T$;HZG^&T^+L??X*U?^DNV1BY0[G2@Q,1D MB&0;:>B&F]=VM=J#O)O S/UW*GN*MTFP'%T M#O//>&+^,I_]L?QR.#O_ZJ<_1FCF\'#T4(K,"L:-*G4!B0#5'AAP&61_24H; M2>@&EM=SX=J7M)L S>D7C.6NJ+>2:D85>N,&%2S1%TBC0/AQ"KHAY?7+,!G'=Y.97XX$4B@9BD*C M&#!>TQBO,2N),]Q&RY#\'B_?;BW<#1^OYXIV-\DV 8M;C05/OZ 4%R<7R]+Q MNKQ)C"SURF6>25"!$9F1&U=Z##HJA:)"0TQ]//@]3TDWX+RVF]K>9-](W>CB M)B<X/7O/S^0,_+\^\[=[C^L")\%F2UER8#8E2/8%G'O4#(N?7=2[$2F[R+H!P!SZ MQ9>#:2K_.OH_%^-O?E*.X8/EH9_/?Z#Q_Z>?7,#(93Q?0:.$ A[I4DA!K#*F M%&S; (%J:ZM8GD[4M0"HG5!POV=Z[RH9M/_H%5N_^OGOL"R]-2\SA,9P);:1 M=S(Z&3SQ0FLB#0\DF"2(H:7\.Z@H:15\/4'3L-W6^T=57^)OP&8=Q%A*=A>X M24Z67V#^"2+@-D'6%A]@><64X-J&$!,)G**P? 02@M,D<2M-:3AB-J7T]7#H M=:%NV.[L_:.K?Y4T@+./<_CJQ^GH^U>8+N"*"1L=5\F5EJW*8@3J);(#0+@V MS!B'?]D-R<.[XVHC-QR!B1)&>) MAM(1":B(<4-R3L^QVC"=#2L>3UN+>'M\S)9^TM,Q-/L*\^6/CQ._GB6(0<'7 M<@6")^O(62?11:.$<1J)M(P2GSQZ<-2?[!L TC'J8/IYC*[]6D*X%XZ^Q\E%>2KX939+?XPGDY'F MVF<6%5&K>A\)B3@I/=&,&>T2_F&H,KNS"W$M^,R]P*IW332 KFNZF==")MP5 M*44\[KG7Q+,82T>"Y)D1BH8-3ZZ[(^A%**GL)_>"DJTDV@ 2WL^FG\]@?GX\ M_0:+Y>IU>(1.GT]!E3*-7)HF!4V<#Z6,$/_*$?_.54"Q@9867.1>\+&KG!N MRJT8\,-L&B_=?"D-UTXI(K0JO4-3P',5!$$:33#*257GN70C-<-T Z_AR^PL MZR9>(]8!NE<]64E[0+)5 ;_GC6C3!2 &N7%0#QGM2\!+EY4B83$I[ M(R1G&_()>SAV.A(X;,!=/26CBIX:.+9N\77_LDLI 5Y9-*#1 )$Q83AH;":& MF60-2)WUABJL7A'75-I&'0@\CK-=]-$ LJZ>XS[Z'^4-[NKBD^,&E!G/9BN+ M?39,$F>C(\ %2XX;$WV57+G-Y#2#J)V4_6D% MM'RS3BM>C#)-7'$TS2P$3F300&QRB5!N?*(N4LGOE00^,I'ZL16&O3GN&13] MR;(!RW(XFV(8MRR7EF\A7&>&Q,3QU :/.I:^M!Y%^QB"+<.U(V@G)14;BD1[ M2##<2,ZP-\25;$H/DF\ /QM,HDK*,^X3,33;DE442(C1E\M-ARPDS7WMZ*R) MW(I*N-E1X@W$^5>VLQ07G<.9_WZ+I?*2*YGWE&9#\"#%,Y4E3JP5*">FF)41 MK -6 T#/T-6,9U,OXNI3,PT8I[OOO%>\_+AU3PH"KG-O_9Q86!W%YDM%!-C=#??$# M[V9S#"8NSB\FI:02?X+QY^F1GT^+\[A1!IXZ0;4GRI21\]K;,OPHD\#0D;1: ME)GB-1!:@YEF_+AZH!X< PWL@]63U.V3XX83#50)4[K8,U=>)'P@S@I9O-LL MM4C:I V]-WMZ ]Q(4C,^8D5#VX\^&D#6U=MX"9AN<1&HUPXT)8EI/"0,FXFPGYOYW?70 IIN1#7*+LG@#"-0^DC*\E:.G'"2 MM%,RH'.;:96'YULT#)N2L.\7G1=)O(&@M319&:_3<4HQZ&Q:/%>8QA4K5B]0JLG?32 K%N]H2[KU+VS M)@A&C"@3WK-'KHOX[1\1H)/&N!:DU"D*64AEKB:"P]EH7/ M24@3?97:[$?H&?92M1)^^I!] P?5)UCZ\132U3W8K1NRMY#'<;P<&2NI-QA4 M2E>&P9?,G4!#(%3'E$)R69HJ;O;SI U[L5D)6#UKI &,W>)@=2=6VC;/X0M, M%^-OL'[S>C];E)>NDWSFOX^B$B;YTGO54W0A92D"7,T[4BF!]3:K5.5>Z85T M#GN%6(ZQ;K-=[ MY_^AKC9W5TYO8-MSI]R/!Y^./IS]X^CL^/#@_5UF=FR;>_>;]])#]PEF]ME0 MUS(C52H9@)#0QP*ERCQX02SS%B+7)D.55,Q]--0M[T\.OOGQI&3IOYO- M3_T$#L[+=+C_AG0X6USG1U(K0XHNXQ'@2L(U[B!K/9 8-1A0CD56I7/3RTD= M^H:K9VP]S!6KJKL&?+2#R63V!TJN\/1V=A&6^6)R54]RTU#ONIF>Y!1$9(0% M8$0FC(4-@70&B/MK$NW+5/JAZV)1"<;LXTLAE#E67(K:H>^GFOG)-Y2@Z_"^MWB MC4JN#"!OFJ62 V U<90"X2**2*U"4Z1G^\]>C#V>G)^]./AY].C@[QC_=]0WAD6^M]7[0A8F> MW@[63^#7"+R&6TH\IN@D23QA6))>,86_V^]#\P\?QK<4\X"&U MF"]+3_AT$9<8$L#\VSC"P??Q8F0T2)>3(IF7J=HEB]*FX,H\)SL[]>#J*QFIJ B-)24ND M=)$$/#Z)C-9[/%U38EWB^)? XR$5PV"D'\4^1,F.4A[Z@O&@% []^ 3?8'H! MO\)Y@/E(.,]"\NA9A1'/%-Z=44*]WL@/7*)N.'+!U?^KOJ:]2B\ MH95_U>:\6YWR!N_?IB'V$H V%V M0T/@(*UZ<2W0M??3-"L)I_,U,XM+;H*B2@6G2 @<\!0MTQG!"Z+!"AXQYJ+W M'[P>LP;/+37,0VHMV]"K8!NX$+EVKC!8A&/\S\4(A/>Q%)O&4!Y\F<6(W$5+ MT%42QQZEJ!$KT@]B^I%[ P9E/3#ZAI%1!JN @B=2.#R3RP!6 M+U JD5.K%,M"ABKO.?<)&=; ]*3?C=.YMQ3VT,YLR?I97'E;<"F6D=+:N'M1G]@J G(39@,_!+9G/TYC_!JI#N M"LQ:J&2UEB1*CHA65J,WKR,QVEF/9&1?YP%O,SG#)H[6L1\]"+X)K^47F*)X M)LC)03H?3\=%-,OQ-[ABR&*09G*9LLJ=(S*%1$)R%+TRR1E$0&-99RK@TW0- MF_!9!U)]JJ(!TU3R(RZFX[C22KEQ.)[FV?Q\]>,9Q"_3V63V^<@I@/S)C+ R*)* MZ?YF(=<,W+3,&0'G0KH@$.T&6;!:D!!R(J"0 & ^"%-WZ,4- M+8T4C?9\U;REK!N R_$4316>LM=!I09++0:5*AM3K*,B+GH@ 2QP*85P=?KU MWZ.CD0+.?F"RBXR;Z/:XZL?U83:=W<7[%3]241!*62*X+=.KD1_K+1">3$1O MS%A'JX3L3Y/52&EF3Y:F/PTTX-/09W.XGDH% MBU_'T]E\O/QQM9=6UQ2WOV7==.E76'Z9X9]\PX^L&H6/O.%>9)2U2B@?J4K> M";!2,ZBDM"F7.XUZZ?%[X;&14M"^C&6;V&CBK+YD^7+;OX$IY/%R1%6R)E%) M(,4RT\7)DH%'[0)6C,M2ID7B$GD8*1_N$XVXR;\#B?H#ES9:X;AAQ-KM5 MM'C9O.Z-7XSCB#I GJ(B2JJ2]!#=BM?\'X\Q<,8PZ^X>G_&3YY%5 [<&[5GE-534 /HN[^%WHXG%\CKB'K/ MP%A#M"VYJ"(9XH-F)"6?@C%2&5XE$>\1>KHAZK5D_/8A] :P\\C&N.3FP?X8 M48DL69L(U2+A:4YUN0_BI:>R&M=>2*UQ32:^^%4.OO9V[ M++'?)@WUNST_5K=OG>.2 "'$0DHPFPR/"4C,3BNP=UKZ-CP$LT_T['A)6)NX#B\)Y'WLW6ZV:H2 M/4;P4((0;VFI&V6<>&%*ZYR4G))&ISJ7#4_0U$@-U1:JWGA_M;OCYZ:4J4KB@C!$),$TM=9X4R7V>Y*JIJS0]KKOAJDM%#%TX0%(=X_YA^I'[FJ56:1,@VFIS5$&L#5F=# MQ(%1 (L"5JU2,NZ=5/H<,$=*YJ'FD4LA*DWH;;K\>Y=C:D>B[Q#T1F568#UWA3WL<4I]ZQMNN#\TL4V,")W&6* MZ$>8CTM.4"Q]=^$MK/]]+5TNT1U-4)IKVI+['30)5&I"0]+<:\HP6*J6V;@3 MZ8UXAGM \9[5W#BPW\WF,/X\78\FBC_.YA[=G7A9@;?Z:;)&0?K?%^LTN.N! MNHIIX[*,)'LE40K&$J<-D!RD%89'E$65:[@Z[ S' M)MT:I_20;XA1.B,\&J5R$<(Q%/'*2Z*#9%Q:%9VMXM#UQ<# O5K:W0O54- X M^J_%7BJR$07+Y7P<+I9K]^_C2JLC3:.W$!0)60"1# 0)-@$QQAK+J(TQ[!WT M'>@>N+E,NUCO6^<-I)1NX/1ZM]IHDO"<$\7*U R6#'%4>L+PF)):!*U-K=%= MC]'42.WC'GSROA3SBL:BW[F8^L?!AU^.3H\_G)Z='/[G/T[>OSWZ='KT__YV M?/9?O=Z[/;',7N[?NK+9_SW<[8G0&_ #KZE?2Z28YMFTE+^M\@ \CPZ-+B>,E9[ME%KBRQ0(QY/6TBI:@106ZC[,>3L+/L&@'2/A\LD@2QMQ@C(D"A+6K9#-\%Y%4D0(J./$+RR M5?RLC=0T IS=M7T_)WYGT3> GUO/"I>I($KYD!B3A!M7>F6D1#RER(!.*AEE M3;@_<*6_7G]W*!D6-SUH]_%9E%N(N@&LW)F#>,F",=D'SAQA :F7!D-DYTOI MFG>0,R0!=?KJ;Z!EV NU_O&RJ[@;0,Q!2JLQG'[RT8_3\?30?QUC#'C%C! A MR*A(8*72O]1L.\HHL1X/<<^%\:E.VLU35 U['] _BOI300-X^@1+E >DJW*T M2RXBRUYJ[DBPT>$I;BGQ$#-Q@*<[%=+J5.7(VDS.L&V2^D=0#T)O #H',5Z< M7ZQ27Q^[D+UDC.8$SGH@5.E0LK SL9$*HK,!H20%3:OT#^U,X;!-E"J8J"JJ M&7CNY>&:I=(:' _FN%P_,)SD@S3[>IWP#RP(:9(F7(M(9)2.6(/(D!DM+\T: MT AW@%JG$9A="&HD067[&+^*Y!M'TN4.%&B-K2U/ Z(TOS$H,Z]+"]52<6NX MCXIW&0+0"Y:&GJW:/P1>@*\M]-$XPF[>W2_M<#8A!)"E481&WI)+9:B<(#0& MRKD/E+DNS]#]V*U[Q+6+NFV \1*[MHN6&O#0-E0:N-+^#8\!4DX"(JVB)!C) M")[S@043\;=57+$MBWKJ/Q/W>/N]G90;P,G])(WCZ<,GID^SR>3=;/Z'GZ>1 M-0XWE9#K]B22:DM^R(Z&[DFWQ(6#ZM1J^FH 0C>NLI] MV(\D>EV"7THB!+8.4D(*AN3,E,B,1@E5C-931 U>T5H/#8_?LN^FFJUA]G5U M+N.&FB][.A?ORVJD@XN<:DZ E9,],$6\]XE8D-PG;Y2/509^/21EV(AQG\#: M40W-P.FE!48FB!2 ET)/ZXG4DJ,7:0WQ A3SY9Z/5^F!5:-"K)J#MD\@UE1@ M V=KI3()1H&7Z7LD::+YZ>O5<*Z!:T2J%C@,6TE1[8]@GVAN 0^.; MXD7U$IZMNGT"F@!>!BTE/*TL18F,A]E4U4^WMHQ7@5U-Y U"_ MX6!Q-GOD]?K>&]1)/IQ-O\%\.4:1O(6P'&E0&*_&DB+!+ J^>&:E+VD9\TZ7^JLQSMY%.CQ8G$! MZ>UJWN?ZT6%]L[*YA<\O\S)QC7/O%&1%4BS9(18Y=66JH_8A 9=@JZ6P;T?P ML$,K]GZ/45NE#?@1C_#Y3S^Y@*?8%#F"YE!N!DM*N+&1(-L2?]26NUA*X:IX MR%O2.^QXC : VZM"&\#MG;3?]:X\B"A(I&1D*,T>_1UB:>)$ZB*^D@W,/20M MK+'&5+G$>(*F@2=G[!. ?6FFB?&1=YA9[:$K7@YGB^5Z+-N(&^Z2TY%D7KHK MN 3$ZLB)$Q Y=YH'626QM@MQ P_8& QX?>BJ"01V\JK++@OW[?HG0.X7XR6< MPOS;.,+Z(/@$:Z@6M,[DH=J, M#3SNH[4;@KUAI 'GX$GG?644%BOF%J/(#6B9,GKK%N--:AQ: HO>NF.<6164 MUI6JT#M2V W%?XH7NSI::Q>.-T?4%5\R.!$RHB5*6S)L(1"O/2?).BVX--&9 M*HY$5P*[@?%/\:!616<-8/')Q!]J0^9ELHM5+!*I<'/9 )1PG1(UG@8JJY0: M[IZ3]:=XR^I--SMFT1Q-^W%=-^0")1H,> 5$!L D'I)O$^6>*NR-5KSW"DE M?E\I6>Q/\8"THQYZ1=.>NUD=G/[CW?N3?YW>Y67'WE777[J73E6;6>B_+]6A M7WQY-YG]L;AN/)2-]5EG2HRRI>U'SL1+)DBF2GDM O6Y;HNF#43UD-=7OO/C M?/9MC.)[\^,WC(B.IR>(5=3=]/-!7(Z_K7,$KKO)&:J< T82L$"D _0V(2=" M!6XA1R,P42NU[X6D-I(&TH$.5G?FJYA'4ALV.":PJ>1&KO"C69FS8W/\];X*F4-+ MKGD+N'(EE?%_KWX_*B/&(%-*=$Z42.\=\KKXLC"[*V67A8B]HD)JOKKPE; MNEYV+=LS__UR#-X;F$(>8XBA+ _*2)(H*],Y0R!.*4L\TUZ*#(FY2F;T2;J& M+;EJ$JTU--H 0-=W:S=5!N^^?1C_XL?3(MB1B@J$*%4T> B4^C*&!P&SQG5:%'0'+<8 M]225W@9X4C#B3'1$2Q>%%"QI\)W.]A_JY)&XMD,FWX\7:@QEYRRB4I_^@-,?]!YQ8SC2Q.G,N2I$+5!F1T)7 8;TO#WF?QI^_+$\RBO)@L8#E;::O]B8S+L8,@AB*&U3:C'L3 M)(I3H5M#I4Z65DGS>"FAP]8M-8WEJCH?^A[@\8+Q*P\H (:8L/3?_6(Q*U<@ MD/X8+[^4HPC.5UFXJX>@69YB,(JAZ#H?,5Y^82H%B5X:ZI#U4DN.!Y23 3>Y MXNA#>6TUP]8]-;D3VD3*\-[VE=)^F3,VQ95).X[E%_#?@F]\/8?^'> MFUTL/X%/X\F/MX KG:,C5GHD()>K[,:[#!],IQ=^@B<:>F8C9J7FTG*2<^F1 M($,D(2ID/C@I&352UFERU"L7 Y=B-0WZX>#2P%Y91=*7.KERVZR/REHN")A2 ML!:C)Y@0>BVLRPJ>&TDYQ@U# M5H+SD4@ 2BS85=]1DSD$*WF5BJWN) [[YK'GG(=*FFL2DP>7+XFXZ6'\;=5F MF=&HJ4*T6"%QG_G@24C*$C3]SEFII/-F/VA\2%QK#5W[ <:S^-M12TW4O3[D MZN,$:,+UD/( M=;*]NI'76H/8/2%R9TTU>5JOMM-]":)W-$*O*+O"5$XVE:PT1@)0789K"FFH M3IE7"6NZD]A:Z]9]X; /C35A#;L[X:/@-?5,*R(I+[X) /$J8?C'A& VJYCN MYQ'NN\!F6#3NOY"AAN:VMY SW ,U,7D\_0:+1P3)<'=!]H$$";$,O;(DE,P? M"E9$H:+A]_M(5L7F$Z0V,I5N3\5??>FL@7/[H_]QU;IEW:]HS=OJ=R/MG:92 M":(,+0TQC2/!H6Q+ M7^Q?_;+<]__ .SP,FE\-EV)@%$\E4F-5 MGGZVH+7)@JMJ\*RLRQ;M(_*,OLCRQ\>)GRZ1T?)J];5\9)2"4\I93I+BZ/8H MS@AZ*$!,-LX$@>S6:6#2G<0F;\;W9CO[T5P3\3Q'_ M*-/CZ4'.XTG)>UF,9-1.4-"$48,Q7,H!]YVT)#J%'E)6V5K8"SJ?);7)>&=O M*.U7DTV@M;M(,73,8!V>"4%@_"@%1G?>F9+KHD @:SF$*AG6W4D&Q2>"G2VUDL# /L$7R\=CI-\EQ&&UMIR[HD.@%Y%$(%82(F$T@J& M:9@EECE M$O&,@4^.@A=5*B">H*G)<'NCQ.6I-Q;#4CUZ^FVD#?+<-]B[]5 M$L<&.8ZRI-:RS(A6)2RWI94)!NV$"RF5%A*9K9)V\T(ZAZUA'_#P[5N'#9S$ MW:4YHKCWM-6>V("RDQ&WGQ-6D""5 V,3\ET%G=U)'+8@?<_ K*2Y!B[^CG*& MN#S)1]_Q$)A^AD]HD$^FA=GR=WD3^N8GL,I?1SF.(YKK\@<'TW3W%[<^.:)< M4";158DVX]DA(TI: 27.4&^%04&'*HWE*_ RK#=:[>IP:*TW8(QW8G8]@.1A MRFB<7)16\K?%NA;U*+MDN5:*>"Y%&4V"_A3+GE#O97#42C!UQGGLEAJ MVZ5AK#1PA.QF-G0.WIJDB,9XMN1L\W*7YTA0* *>):.LRA-G_6.AFE?>)LY? MI,D=YYB@!.;+!L"KF%# N"0J ?J4@&)WV9?G#I&C8N!D'4^G/GBK>>Z-@O!#VZ_I/ XT:E,JZ+HF'GA'0&K,1Z1 M2?E$TH]49::4Q659Z@[M$Q<,7.7J"SO>"'[H)XV4YF=E7VYJ/=#7<9O6!<\XJXFD_ M"FD$<>.KU,YN#/)L'$,#S%%N*$Y',7 '4ZZ8A9-<@Z;Q)8A[T>H#7U7N"7'U M%-(;XNJ,U7SSV^GQAZ/3T[='IX>?CC^>'9]\N$MYMT&:F[ZFS]&9SY+9T[#, MDSDBX+*O[^%LNIA-QNFJ#?O'6TQ<-[?VDVM7_\;!YT$E)ZPCF@6!45_,Q$KT MG9QECB=GN9"VAO/1"_4[/T>6\C0XR9?%Y&6 MG'<4&HD,9IE] DP ZE<9 M'S($HZ6KD]/]@)1A7?G]H^O!B^-NRGE]QNPM+/UXLNC)IEU]6V73MI'HIBQ< M]-&5E$22@.)Y:[PMS2<4\3(J*D*BD5;I<#2HA5L[#!?G >8G^0WZ!&DQXEJ; M8",E,8E I*")6&M]Z>$B5+!!!.C6X_SN]_X9[-1+,'+7)]M>Q(T;J-/??OWU MX--_G;P[/?[EP_&[X\.##V<'AX3]\>'QT=;33+O^,U]&JYM MF.G)B%UV/T1Z/B(VX^U\'".U\Y9S(K2GZ)L;3IQ@DI11.=1'B^BK>+@/3\>?I^,\CJ7*^L'29RCG-Y.2<)F=""8*3R)5'H/C7 H; M+$9'D*1*W&1#J[A>NQ ]\$#2?K!UW_/:FQ;_%";P2@3U3.'U"OLWB9N9JV\: M/06E),V$9U4"!Y#$9N<)4 HA2PLL5JD%JFX:[RWP8_W/F^VC9 B2:X'[-N'V M"9X3;RDG5/$8E @Q^2IG0C?RFC5W+\'+(^:N3\TT\,KT6ZEG.%HLQ^>K'A%1 M15#1XGG@="+2HFQ"U$"$5=Q3CJ;95L'573(&GI5 M_//X+7/W(1^H9P%"1*E0AV%1"'B,>TV\H!FY1-ED]=P1UV&=@6<2]XN*ON7: M@"GY.!_/YNLDSD\0)WZQ6/F!*P5=S^%X"XLX'W]=/SH8X:T6AI19665&EBIA M<";9:!Y4Y-[1*J7C+R5TX(G#=:*_((10,/S:V#M7[DWP"0SN8^W8S< M>3 PZG)W*.E45!Y=4UX:_%,5B6=>D&@@"AJ84[2*4]>)NH&GU]8!6/]Z:0!L MC_;]?7#E9YV7I0VPIZ4%"&>!6,8\,3(P[J1+E2KSNA(X]/#86@%L!?4T +M5 M^OG43WY;P.DL+_] &5\%12[RD(&2R!*&X6 P F?>$^%YY-H*[J'2F+A'*!IZ MNFNMT[(/!0Q]9WLXF5VDP]GYUXM5P]WYO-1.GV\*?Q@/8,,JUE;(E<6 VW'T M!AAGTG/P28INZ?^=E^R&F]=RP5]1W V8H_>EISB\+Z7X#UC):$:]ATA<4AA\ M2.3'Q^A(=BHX*JCFJ4I)TA,T=8/6:WDEZ%L)0QNE]WZ:+A8P'W_^LF%CF,B\ M#9$(5=I%EOJ\0$M9O)>&4644=[R3'7IJE6[X>"V7^?T*M0%K\\MLEOX83R;K M&09H0TN7Q_5LU:L_NCR+DY161VH)!%-&&++203[HTN$L.^ZC=U#%Z>Y,83>D MO;;K^SH*:@!YY2UV/%\5N,_?CA=?9PL_6?>S?3_^!FG-XG4SFON\;\X%$7C. M2]"49%/*XCWXTAL2B&&9TY@R1%VEZT4%7KJA^;6]#PRM] 9P_VXVA_'GZ>$% MKCU%/M!Q7?CU "[W M-<7=,/S:'A+VH\ &D/H679QOR,FWASXP=5P*GSUQSGHBC2B3C5DBU@7IG'3! M^"K/"(^3U UKK^TAH2<5#!V&?)A-;SBY23YX"PO<2*71\L'B RQO7DW^ >DS MW&?8&Z$U@":1:\"XR^/N2481#4'9*#$F49UKV'>FIAO<7LNSPC!*:L#$?8)O M,+V TM;Y<#9="?!?X^67PXO%%&*N_&W 82 MC,XD*Z.L#NCYTBK1]S-T=8/::WN0Z%,90Q^]9=SOPD_3K+P4P_>O,-UPI:F2 M\5)K61H Z'*ER6XB_O5[<\1C MI9A/,"D.P,;-$)C+V5!!%' 4&@N9^))NP!-$%9+-/E>9G-*1OFYH>VWO$S64 MTP#F3K^@4-_X!:3;#)Y\O2QU/9Y&%#EZIR4%X2HU+S+EA?0:6;2)R%R27(P0 M!)1,)G,9I:URY[<%K=VP^%K>0O:EM*%/T%]FZ U,2\3SR]R7[A17:5>+Q7BQ M+&/8'MSS,&D9BX((D='2&_04G,&8B/N@A0:>DC&=CM,7+]T-8:_E#60/XA\: M7+K-J8.$5I"BG<-W6/U?V] M8-5ND'HM#Q%UA=[ $;IR W!OS&(90I]*B'ST?7SKN>5F(M#)?)7]?A&7%_/2 MA.#2-H>DI(V>D1P8BM7(3%R98F^2\)[FJ+BITN]C9\J[(?6U/3?L5Z$-(/BZ MD_2#U HJO00F2Q-\ C,K, MR/%RW4]LFLJ5(4H*ID5.]SDS65-F)"=.>DNDYIJ$%!G:>9!4""VSKA7"=B2Q M&]1>RW-#914U +Y3^%S8^@1?9_/'6Y<(T "^/ "S4)I!44,"QD+$F*08CPRT MKC/_H@MUW;H_O+97A/X5TP#:/L ?M\0UGTWQ/^/M9.C[_,5D.(<K>=E2*VBIW;+K]__WW;-C%6 MOVN;DS)Y2TOKD!( 6%>F$4=+K$=CIFGR+LD:V[U>U[;3^ 72Q036LY$>EFVO MY'RS@0"4%N T*1L3O0=!B7?>$&992$DF#;E*$?[+R&RVB]M+\//@P*VGJ3^% MJ?L$<88>[V2\6G:VDI)_("5_?T+FD@3GJNVYJD/Z>U^P#V[RB^O[JT^6&G_ MWN;3S-;W%K5US#L5B/:FA&W>D2!!D1005A!]>HM\[^0]]2'+ ,W0Q7XX^ ME78?!]_'BQ'53FB.;&<0GB#_BH0R6T/DZ(VF*"+=)2;"+[V%%MF1)%G CH^;DLB950KJAT"M%9A0Y@KP!8KSL, M!';0V'V=;R&^@;7^J_\^/K\XOR3<.;"!Z42X+6W&0#OBK,_3;':1[ZP\L.:WT=NL#R$V$#9=SX@K7O3R1TDXGDU7X6#9#DQF*VR9X&PBB@2E M0"PUE@B@U'L*^'UUWM.?HFJ8Z+SWHZ)_#30 IWL\O)V=^_%TY(+ S0"AW&J5 MJX1HB ]1D$B#2$PSQUB5!,B-U SK??:H[5G?HF\ /Y]*8#>%=.3GTQ(A7AK5 ME*@)CJ-C+M [EZZ,DP^)EN%$.97!#:Y6F? FS.'%^<5D=3=PA(8X+M=S04[R09JMZV96WAV-FBY3^P9_P*L#@1?@:PM]-(ZPFQE&5_&)A2IEJ9YW:@K?C_6Z1UR[J-L&&"^Q:[MHJ0&'ZX;^Q;O9_(E$RM7NM9E2*5T@ MU%*)4HP,SPG."3.@$I4Z>5NE8=J+J!QFV%FU^+">AAJ WQE^[F8S76XA 5%G MCD PQF1-GET/#408YW5DEN@=<:%;R)FX+>*>KJ_/_]B5T4T *8;X6"4/4U^ MGA:_?4T8;W/*)'57!CHIY;UFA$+I;JF1'ZM*"4Q&;\0X[92K/(S^">J&A=ON M(+AONWK7R-#EY0\M_'L,G8^7<+X8)<%#4HH)):?O M/0]W?C>]7F28B8J]'VZ]RK(!TX/6. *D16FF=KQ87)0N"NLVO&

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�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