Airbnb, Inc 10-Q for FY2024 Q2
Airbnb, Inc. (ABNB)
10-Q
2024-08-06
For: 2024-06-30
View Original
Added on
April 05, 2026
About this 10-Q
Airbnb, Inc filed this 10-Q on August 6, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.75B
- up 10.6% from $2.48B a year earlier
- Net income
- $555M
- down 14.6% from net income of $650M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from_____ to _____ | |||||
Commission File Number: 001-39778
______________
(Exact Name of Registrant as Specified in Its Charter)
______________
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) (Zip Code)
(415 ) 510-4027
(Registrant’s Telephone Number, Including Area Code)
______________
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
______________
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.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 22, 2024, 440,002,134 shares of the registrant's Class A common stock were outstanding, 192,421,331 shares of the registrant's Class B common stock were outstanding, no shares of the registrant’s Class C common stock were outstanding, and 9,200,000 shares of the registrant’s Class H common stock were outstanding.
AIRBNB, INC.
Form 10-Q
TABLE OF CONTENTS
| Page | |||||||||||
| 1 | |||||||||||
PART I. FINANCIAL INFORMATION | |||||||||||
Item 1. | |||||||||||
Item 3. | |||||||||||
| PART II. OTHER INFORMATION | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
•the effects of macroeconomic conditions, including inflation, slower growth or recession, higher interest rates, high unemployment, and foreign currency fluctuations, on the demand for travel or similar experiences;
•the effects of fluctuations in demand for host homes, including lower demand in certain areas or as a result of oversupply in others;
•the effects of supply constraints on availability of host homes;
•our ability to attract and retain hosts and guests;
•our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;
•the impact of the ongoing armed conflicts around the world on our business;
•our expectations regarding our financial performance, including our revenue, costs, Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, and Free Cash Flow;
•our expectations regarding future operating performance, including Nights and Experiences Booked, Gross Booking Value (“GBV”), Average Daily Rate, and GBV per Night and Experience Booked;
•our ability to successfully compete in our industry;
•our expectations regarding the resilience of our model, including in areas such as domestic travel, short-distance travel, travel outside of top cities, and long-term stays;
•our expectations regarding lodging tax obligations and other non-income tax matters;
•our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business, both in the United States and internationally, and our expectations regarding various laws and restrictions that relate to our business;
•seasonality and the effects of seasonal trends on our results of operations;
•our expectations regarding the impact of our marketing strategy, and our ability to continue to attract guests and hosts to our platform through direct and unpaid channels;
•anticipated trends, developments, and challenges in our industry, business, and the highly competitive markets in which we operate;
•our ability to anticipate market needs or develop new or enhanced offerings and services to meet those needs;
•our ability to manage expansion into international markets and new businesses;
•laws, regulations, and rules that affect the short-term rental, long-term rental, and home sharing business that have limited and may continue to limit the ability or willingness of hosts to share their spaces over our platform and expose our hosts or us to significant fees or penalties;
•the impact on our income as a result of the release of valuation allowances on deferred tax assets;
•our expectations regarding our income tax liabilities, including anticipated increases in foreign taxes, valuation allowances, and the adequacy of our reserves;
•our expectations regarding settlement discussions related to tax audits;
•our expectations regarding the impact of the recently enacted Corporate Alternative Minimum Tax;
•our ability to effectively manage our growth and expand our infrastructure and our ability to maintain our corporate culture, and our employee initiatives;
•the safety, affordability, and convenience of our platform and our offerings;
•our ability to successfully defend litigation brought against us;
•the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs;
•our ability to maintain, protect, and enhance our intellectual property; and
•our ability to make required payments under our credit agreement and to comply with the various requirements of our indebtedness.
We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors. Risks that contribute to the uncertain nature of the forward-looking statements include, among others, the Company’s ability to retain existing hosts and guests and add new hosts and guests; any decline or disruption in the travel and hospitality industries or economic downturn; the Company’s ability to compete successfully; changes to the laws and regulations that may limit hosts’ ability and willingness to provide their listings, and/or result in significant fines, liabilities, and penalties to the Company; the effect of extensive regulation and oversight, litigation, and other proceedings related to the Company’s business in a variety of areas; the effects of the COVID-19 pandemic on the Company’s business, including as a result of new strains or variants of the virus, the travel industry, travel trends, and the global economy generally; the Company’s ability to maintain its brand and reputation, and effectively drive traffic to its platform; the effectiveness of the Company’s strategy and business initiatives, including measures to improve trust and safety; the Company’s operations in international markets; the Company’s indebtedness; the Company’s final closing procedures, final adjustments, and other developments that may arise in the course of audit and review procedures; and changes in political, business, and economic conditions; as well as other risks listed or described from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Moreover, we operate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and
1
uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made available. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q by these cautionary statements.
2
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Airbnb, Inc.
Condensed Consolidated Balance Sheets
(in millions, except par value)
(unaudited)
| December 31, 2023 | June 30, 2024 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Short-term investments (including assets reported at fair value of $ | ||||||||
Funds receivable and amounts held on behalf of customers | ||||||||
Prepaids and other current assets (including customer receivables of $ | ||||||||
Total current assets | ||||||||
Deferred tax assets, net | ||||||||
Goodwill and intangible assets, net | ||||||||
Other assets, noncurrent | ||||||||
Total assets | $ | $ | ||||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accrued expenses, accounts payable, and other current liabilities | $ | $ | ||||||
Funds payable and amounts payable to customers | ||||||||
Unearned fees | ||||||||
Total current liabilities | ||||||||
Long-term debt | ||||||||
Other liabilities, noncurrent | ||||||||
Total liabilities | ||||||||
Commitments and contingencies (Note 9) | ||||||||
Stockholders’ equity: | ||||||||
Common stock, $ Class A - authorized Class B - authorized Class C - authorized Class H - authorized | ||||||||
Additional paid-in capital | ||||||||
Accumulated other comprehensive loss | ( | ( | ||||||
Accumulated deficit | ( | ( | ||||||
Total stockholders’ equity | ||||||||
Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Airbnb, Inc.
Condensed Consolidated Statements of Operations
(in millions, except per share amounts)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | |||||||||||||||||
| Operations and support | |||||||||||||||||
| Product development | |||||||||||||||||
| Sales and marketing | |||||||||||||||||
| General and administrative | |||||||||||||||||
| Total costs and expenses | |||||||||||||||||
Income from operations | |||||||||||||||||
| Interest income | |||||||||||||||||
Other expense, net | ( | ( | ( | ( | |||||||||||||
| Income before income taxes | |||||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Net income per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||
| Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Airbnb, Inc.
Condensed Consolidated Statements of Comprehensive Income
(in millions)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Net unrealized loss on available-for-sale marketable securities, net of tax | ( | ( | ( | ( | |||||||||||||
Net unrealized gain (loss) on cash flow hedges, net of tax | ( | ||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Airbnb, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in millions)
(unaudited)
| Three and Six Months Ended June 30, 2023 | ||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
Shares | Amount | |||||||||||||||||||
| Balances as of December 31, 2022 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||
| Exercise of common stock options | — | * | — | — | ||||||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld for taxes | — | * | ( | — | — | ( | ||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||
| Repurchases of common stock | ( | — | * | — | — | ( | ( | |||||||||||||
| Balances as of March 31, 2023 | ( | ( | ||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||
Exercise of common stock options, net of shares withheld for taxes | — | * | ( | — | — | ( | ||||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld for taxes | — | * | ( | — | — | ( | ||||||||||||||
Issuance of common stock under employee stock purchase plan | — | — | * | — | — | |||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||
| Repurchases of common stock | ( | — | * | — | — | ( | ( | |||||||||||||
| Balances as of June 30, 2023 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||
*Amounts round to zero and do not change rounded totals.
6
Airbnb, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in millions)
(unaudited)
| Three and Six Months Ended June 30, 2024 | ||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
Shares | Amount | |||||||||||||||||||
| Balances as of December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||
| Exercise of common stock options | — | * | — | — | ||||||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld for taxes | — | * | ( | — | — | ( | ||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||
| Repurchases of common stock | ( | — | * | — | — | ( | ( | |||||||||||||
| Balances as of March 31, 2024 | ( | ( | ||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||
Exercise of common stock options | — | * | — | — | ||||||||||||||||
| Shares issued upon net settlement of warrants exercised | — | * | — | — | — | — | ||||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld for taxes | — | * | ( | — | — | ( | ||||||||||||||
Issuance of common stock under employee stock purchase plan | — | — | * | — | — | |||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||
| Repurchases of common stock | ( | — | * | — | — | ( | ( | |||||||||||||
| Balances as of June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||
*Amounts round to zero and do not change rounded totals.
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Airbnb, Inc.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| Six Months Ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation expense | ||||||||
| Deferred income taxes | ||||||||
| Other, net | ( | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaids and other assets | ( | ( | ||||||
| Accrued expenses and other liabilities | ||||||||
| Unearned fees | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchases of short-term investments | ( | ( | ||||||
| Sales and maturities of short-term investments | ||||||||
| Other investing activities, net | ( | ( | ||||||
Net cash used in investing activities | ( | ( | ||||||
| Cash flows from financing activities: | ||||||||
| Taxes paid related to net share settlement of equity awards | ( | ( | ||||||
| Proceeds from exercise of equity awards and employee stock purchase plan | ||||||||
| Repurchases of common stock | ( | ( | ||||||
| Change in funds payable and amounts payable to customers | ||||||||
Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | ( | |||||||
| Net increase in cash, cash equivalents, and restricted cash | ||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Note 1. Description of Business
Airbnb, Inc. (the “Company” or “Airbnb”) was incorporated in Delaware in June 2008 and is headquartered in San Francisco, California. The Company operates a global platform for unique stays and experiences. The Company’s marketplace model connects hosts and guests (collectively referred to as “customers”) online or through mobile devices to book spaces and experiences around the world.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial information. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 16, 2024. The results for the interim periods are not necessarily indicative of results for the full year. Certain immaterial amounts in prior periods have been reclassified to conform with current period presentation.
In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the unaudited condensed consolidated financial position, results of operations and cash flows for these interim periods.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries in accordance with consolidation accounting guidance. All intercompany transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company regularly evaluates its estimates, including those related to bad debt reserves, fair value of investments, useful lives of long-lived assets and intangible assets, valuation of goodwill and intangible assets from acquisitions, contingent liabilities, insurance reserves, revenue recognition, valuation of common stock, stock-based compensation, and income and non-income taxes, among others. Actual results could differ materially from these estimates.
As the impact of the uncertain macroeconomic conditions, including inflation and rising interest rates, continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the unaudited condensed consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future unaudited condensed consolidated financial statements could be affected.
Recently Adopted Accounting Standards
In June 2022, the Financial Accounting Standards Board (the “FASB”) issued guidance related to the fair value measurement of an equity security subject to contractual sale restrictions that prohibit the sale of the equity security. The new guidance also introduced new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The Company adopted the guidance effective January 1, 2024. There was no impact to the Company’s unaudited condensed consolidated financial statements or disclosures upon adoption.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued an update which expands income tax disclosure in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update is effective for public companies in fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the update retrospectively. Early adoption is permitted. The Company does not expect the adoption of the new guidance to have a material impact on its unaudited condensed consolidated financial statements other than the expanded footnote disclosure.
In November 2023, the FASB issued an update to improve disclosure of reportable segments on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses. The update is effective for public companies in fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, on a retrospective basis with early adoption permitted. The Company does not expect the adoption of the new guidance to have a material impact on its unaudited condensed consolidated financial statements other than the expanded footnote disclosure.
There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its unaudited condensed consolidated financial statements or disclosures.
9
Note 3. Supplemental Financial Statement Information
Cash, Cash Equivalents, and Restricted Cash
The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s unaudited condensed consolidated balance sheets to the total amount presented in the unaudited condensed consolidated statements of cash flows (in millions):
| December 31, 2023 | June 30, 2024 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash and cash equivalents included in funds receivable and amounts held on behalf of customers | ||||||||
Restricted cash included in prepaids and other current assets | ||||||||
| Total cash, cash equivalents, and restricted cash presented in the unaudited condensed consolidated statements of cash flows | $ | $ | ||||||
Supplemental Disclosures of Cash Flow Information
Supplemental cash flow information consisted of the following (in millions):
| Six Months Ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Cash paid for income taxes, net of refunds | $ | $ | ||||||
| Non-cash financing activities: | ||||||||
| Net settlement of cashless stock options exercised | $ | $ | ||||||
| Net settlement of cashless warrants exercised | $ | $ | ||||||
Supplemental disclosures of balance sheet information
Supplemental balance sheet information consisted of the following (in millions):
| December 31, 2023 | June 30, 2024 | |||||||
Other assets, noncurrent: | ||||||||
| Property and equipment, net | $ | $ | ||||||
| Operating lease right-of-use assets | ||||||||
| Other | ||||||||
| Other assets, noncurrent | $ | $ | ||||||
Accrued expenses, accounts payable, and other current liabilities: | ||||||||
| Indirect taxes payable and withholding tax reserves | $ | $ | ||||||
| Compensation and employee benefits | ||||||||
| Accounts payable | ||||||||
| Operating lease liabilities, current | ||||||||
| Other | ||||||||
| Accrued expenses, accounts payable, and other current liabilities | $ | $ | ||||||
Other liabilities, noncurrent: | ||||||||
| Operating lease liabilities, noncurrent | $ | $ | ||||||
| Other liabilities, noncurrent | ||||||||
| Other liabilities, noncurrent | $ | $ | ||||||
Payments to Customers
The Company makes payments to customers as part of its incentive programs (composed of referral programs and marketing promotions) and refund activities. The payments are generally in the form of coupon credits to be applied toward future bookings or as cash refunds.
The Company makes payments to customers as part of its incentive programs (composed of referral programs and marketing promotions) and refund activities. The payments are generally in the form of coupon credits to be applied toward future bookings or as cash refunds.
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The following table summarizes total payments made to customers (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
Reductions to revenue | $ | $ | $ | $ | |||||||||||||
Charges to operations and support | |||||||||||||||||
Charges to sales and marketing expense | |||||||||||||||||
Total payments made to customers | $ | $ | $ | $ | |||||||||||||
Revenue Disaggregated by Geographic Region
The following table presents revenue disaggregated by listing location (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||
Europe, the Middle East, and Africa | |||||||||||||||||
| Latin America | |||||||||||||||||
| Asia Pacific | |||||||||||||||||
| Total revenue disaggregated by geographic region | $ | $ | $ | $ | |||||||||||||
Note 4. Investments
The following tables summarize the Company’s investments by major security type (in millions):
| December 31, 2023 | ||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Total Estimated Fair Value | |||||||||||
| Short-term investments | ||||||||||||||
| Debt securities: | ||||||||||||||
| Certificates of deposit | $ | $ | $ | $ | ||||||||||
| Government bonds | ||||||||||||||
| Commercial paper | ||||||||||||||
| Corporate debt securities | ( | |||||||||||||
Mortgage-backed and asset-backed securities | ( | |||||||||||||
| Total debt securities | ( | |||||||||||||
| Time deposits | — | — | ||||||||||||
Total short-term investments | $ | $ | $ | ( | $ | |||||||||
Long-term investments (1) | ||||||||||||||
| Debt securities: | ||||||||||||||
| Corporate debt securities | $ | $ | $ | ( | $ | |||||||||
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| June 30, 2024 | ||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Total Estimated Fair Value | |||||||||||
| Short-term investments | ||||||||||||||
| Debt securities: | ||||||||||||||
Certificates of deposit | $ | $ | $ | $ | ||||||||||
Government bonds | ( | |||||||||||||
Commercial paper | ||||||||||||||
Corporate debt securities | ( | |||||||||||||
Mortgage-backed and asset-backed securities | ( | |||||||||||||
| Total debt securities | ( | |||||||||||||
| Time deposits | — | — | ||||||||||||
Total short-term investments | $ | $ | $ | ( | $ | |||||||||
Long-term investments (1) | ||||||||||||||
| Debt securities: | ||||||||||||||
| Corporate debt securities | $ | $ | $ | ( | $ | |||||||||
(1)Classified within other assets, noncurrent on the unaudited condensed consolidated balance sheets.
As of December 31, 2023 and June 30, 2024, the Company did no
Unrealized gains and losses, net of tax before reclassifications from accumulated other comprehensive loss (“AOCI”) to other expense, net, were not material for the three and six months ended June 30, 2023 and 2024. Realized gains and losses reclassified from AOCI to other expense, net, were not material for the three and six months ended June 30, 2023 and 2024.
Debt securities in an unrealized loss position had an estimated fair value of $777 million and $1.6 billion, and unrealized losses of $16 million and $19 million as of December 31, 2023 and June 30, 2024, respectively. A total of $283 million and $475 million of these securities, with unrealized losses of $14 million and $17 million, were in a continuous unrealized loss position for more than twelve months as of December 31, 2023 and June 30, 2024, respectively.
The following table summarizes the contractual maturities of the Company’s available-for-sale debt securities (in millions):
| June 30, 2024 | ||||||||
| Amortized Cost | Estimated Fair Value | |||||||
| Due within one year | $ | $ | ||||||
Due after one year through five years | ||||||||
Due after five years | ||||||||
| Total | $ | $ | ||||||
Equity Investments Without Readily Determinable Fair Value
The Company holds investments in privately-held companies in the form of equity securities without readily determinable fair values and in which the Company does not have a controlling interest or significant influence. These investments had a net carrying value of $83 million and $38 million as of December 31, 2023 and June 30, 2024, respectively, and are classified within other assets, noncurrent on the unaudited condensed consolidated balance sheets.
12
Note 5. Fair Value Measurements and Financial Instruments
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis (in millions):
| December 31, 2023 | ||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents: | ||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||
| Certificates of deposit | ||||||||||||||
| Government bonds | ||||||||||||||
| Commercial paper | ||||||||||||||
| Corporate debt securities | ||||||||||||||
| Short-term investments: | ||||||||||||||
| Certificates of deposit | ||||||||||||||
| Government bonds | ||||||||||||||
| Commercial paper | ||||||||||||||
| Corporate debt securities | ||||||||||||||
| Mortgage-backed and asset-backed securities | ||||||||||||||
| Funds receivable and amounts held on behalf of customers: | ||||||||||||||
| Money market funds | ||||||||||||||
| Prepaids and other current assets: | ||||||||||||||
| Foreign exchange derivative assets | ||||||||||||||
| Other assets, noncurrent: | ||||||||||||||
| Corporate debt securities | ||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||
| Liabilities | ||||||||||||||
| Accrued expenses, accounts payable, and other current liabilities: | ||||||||||||||
| Foreign exchange derivative liabilities | $ | $ | $ | $ | ||||||||||
| Other liabilities, noncurrent: | ||||||||||||||
| Foreign exchange derivative liabilities | ||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||
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| June 30, 2024 | ||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents: | ||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||
| Government bonds | ||||||||||||||
| Commercial paper | ||||||||||||||
| Corporate debt securities | ||||||||||||||
| Short-term investments: | ||||||||||||||
| Certificates of deposit | ||||||||||||||
| Government bonds | ||||||||||||||
| Commercial paper | ||||||||||||||
| Corporate debt securities | ||||||||||||||
| Mortgage-backed and asset-backed securities | ||||||||||||||
| Funds receivable and amounts held on behalf of customers: | ||||||||||||||
| Money market funds | ||||||||||||||
| Prepaids and other current assets: | ||||||||||||||
| Foreign exchange derivative assets | ||||||||||||||
| Other assets, noncurrent: | ||||||||||||||
Foreign exchange derivative assets | ||||||||||||||
| Corporate debt securities | ||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||
| Liabilities | ||||||||||||||
| Accrued expenses, accounts payable and other current liabilities: | ||||||||||||||
| Foreign exchange derivative liabilities | $ | $ | $ | $ | ||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||
There were no material changes in unrealized losses included in other comprehensive income (loss) relating to investments measured at fair value for which the Company has utilized Level 3 inputs to determine fair value during the six months ended June 30, 2023 and 2024.
There were no transfers of financial instruments into or out of Level 3 during the six months ended June 30, 2023 and 2024.
Note 6. Derivative Instruments and Hedging
The Company has a portion of its business denominated and transacted in foreign currencies, which subjects the Company to foreign exchange risk, and uses derivative instruments to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes.
The Company may elect to designate certain derivatives to partially offset its business exposure to foreign exchange risk. However, the Company may choose not to hedge certain exposures for a variety of reasons including accounting considerations or the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign exchange rates.
Foreign Exchange Risk
To protect revenue from fluctuations in foreign currency exchange rates, the Company may enter into forward contracts, option contracts, or other instruments, and may designate these instruments as cash flow hedges. The Company generally hedges portions of its forecasted foreign currency exposure associated with revenue, for up to 18 months.
The Company may also enter into derivative instruments that are not designated as accounting hedges to offset a portion of the foreign currency exchange gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies.
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The following table summarizes the effect of derivative instruments on the Company’s unaudited condensed consolidated balance sheets (in millions):
Derivative Assets(1) | |||||||||||
Location | December 31, 2023 | June 30, 2024 | |||||||||
| Derivatives designated as hedging instruments: | |||||||||||
| Foreign exchange contracts (current) | Prepaids and other current assets | $ | $ | ||||||||
| Foreign exchange contracts (noncurrent) | Other assets, noncurrent | ||||||||||
| Total derivatives designated as hedging instruments | $ | $ | |||||||||
| Derivatives not designated as hedging instruments: | |||||||||||
| Foreign exchange contracts (current) | Prepaids and other current assets | $ | $ | ||||||||
Derivative Liabilities(1) | |||||||||||
Location | December 31, 2023 | June 30, 2024 | |||||||||
| Derivatives designated as hedging instruments: | |||||||||||
| Foreign exchange contracts (current) | Accrued expenses, accounts payable, and other current liabilities | $ | $ | ||||||||
| Foreign exchange contracts (noncurrent) | Other liabilities, noncurrent | ||||||||||
| Total derivatives designated as hedging instruments | $ | $ | |||||||||
| Derivatives not designated as hedging instruments: | |||||||||||
| Foreign exchange contracts (current) | Accrued expenses, accounts payable, and other current liabilities | $ | $ | ||||||||
(1)Derivative assets and derivatives liabilities are measured using Level 2 inputs.
To limit credit risk, the Company generally enters into master netting arrangements with the respective counterparties to the Company’s derivative contracts, under which the Company is allowed to settle transactions with a single net amount payable by one party to the other. As of June 30, 2024, the potential effect of these rights of off-set associated with the Company’s derivative contracts would be a reduction to both derivative assets and liabilities of $13 51 million.
The effect of derivative instruments designated as hedging instruments on the unaudited condensed consolidated statements of operations was not material for the three and six months ended June 30, 2024.
Derivative instruments designated as hedging instruments on AOCI
The following table presents the impact of derivative instruments designated as cash flow hedges on AOCI, net of tax (in millions):
Gain (Loss) Recognized in Other Comprehensive Income (Loss) | Gain Reclassified from AOCI into Revenue | ||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | ||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
As of June 30, 2024, cumulative unrealized gains recorded in AOCI, net of tax related to derivative instruments designated as hedging instruments were $62 million.
15
Derivative instruments not designated as hedging instruments
The following table presents the impact of activity of derivative instruments not designated as hedging instruments on the unaudited condensed consolidated statements of operations (in millions):
Realized Gain (Loss) on Derivatives | Unrealized Gain on Derivatives | ||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | ||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | ( | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||
The total notional amount of outstanding derivatives not designated as hedging instruments was $2.4 billion and $2.2 billion as of December 31, 2023 and June 30, 2024, respectively.
Cash flow hedges
The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was $2.0 billion and $2.2 billion as of December 31, 2023 and June 30, 2024, respectively.
As of June 30, 2024, approximately $25 million of deferred net gains on both outstanding and matured derivatives in AOCI are expected to be reclassified to revenue during the next 12 months concurrent with the underlying hedged transactions which will be recorded in revenue. Actual amounts ultimately reclassified to revenue are dependent on the exchange rates in effect when derivative contracts currently outstanding mature.
Note 7. Debt
Convertible Senior Notes
In 2021, the Company issued $2.0 billion aggregate principal amount of 0 % convertible senior notes due 2026 (the "2026 Notes") pursuant to an indenture, dated March 8, 2021 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee.
As of both December 31, 2023 and June 30, 2024, total outstanding debt, net of unamortized debt discount and debit issuance costs, was $2.0
As of June 30, 2024, the if-converted value of the 2026 Notes did not exceed the outstanding principal amount.
As of June 30, 2024, the total estimated fair value of the 2026 Notes was $1.8 billion and was determined based on a market approach using actual bids and offers of the 2026 Notes in an over-the-counter market on the last trading day of the period, or Level 2 inputs.
2022 Credit Facility
In 2022, the Company entered into a five-year unsecured Revolving Credit Agreement, which provides for initial commitments by a group of lenders led by Morgan Stanley Senior Funding, Inc. of $1.0 billion (“2022 Credit Facility”). The 2022 Credit Facility provides a $200 million sub-limit for the issuance of letters of credit.
The 2022 Credit Facility contains customary events of default, affirmative and negative covenants, including restrictions on the Company’s and certain of its subsidiaries’ ability to incur debt and liens, undergo fundamental changes, as well as certain financial covenants. The Company was in compliance with all financial covenants as of June 30, 2024.
As of June 30, 2024, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $25 million.
Note 8. Stock-Based Compensation
Stock-Based Compensation Expense
Total stock-based compensation expense was $304 million and $382 million for the three months ended June 30, 2023 and 2024, and $544 million and $677 million for the six months ended June 30, 2023 and 2024, respectively.
16
Stock Option and Restricted Stock Unit Activity
A summary of stock option and restricted stock unit (“RSU”) activity under the Company’s equity incentive plans was as follows (in millions, except per share amounts):
Outstanding Stock Options | Outstanding RSUs | ||||||||||||||||||||||
| Shares Available for Grant | Number of Shares | Weighted- Average Exercise Price | Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||||||||||||
| As of December 31, 2023 | $ | $ | |||||||||||||||||||||
| Granted | ( | * | |||||||||||||||||||||
| Increase in shares available for grant | |||||||||||||||||||||||
Options exercised/RSUs vested(1) | ( | ( | |||||||||||||||||||||
| Canceled | * | ( | |||||||||||||||||||||
| As of June 30, 2024 | $ | $ | |||||||||||||||||||||
(1)RSUs vested are net of shares withheld for taxes.
*Shares round to zero and do not change rounded totals.
The Company recorded stock-based compensation expense related to RSUs of $286 million and $358 million for the three months ended June 30, 2023 and 2024, and $509 million and $629 million for the six months ended June 30, 2023 and 2024, respectively.
In May 2023, 11.2 million stock options were exercised in cashless transactions pursuant to which the Company withheld and retired 5.7 million shares of common stock, valued at their fair market value on the exercise date, to cover the related $567 million of employee withholding tax and $36 million of exercise cost.
The following table summarizes options outstanding and exercisable as of June 30, 2024 (in millions):
| Number of Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||
Options outstanding | $ | $ | ||||||||||||
Options exercisable | $ | $ | ||||||||||||
The Company recorded stock-based compensation expense related to stock options of $11 million and $14 million for the three months ended June 30, 2023 and 2024, and $21 million and $27 million for the six months ended June 30, 2023 and 2024, respectively.
Employee Stock Purchase Plan (“ESPP”)
Activities related to the Company’s ESPP were not material for the three and six months ended June 30, 2023 and 2024.
Restricted Stock Awards (“RSAs”)
Activities related to the Company’s RSAs were not material for the three and six months ended June 30, 2023 and 2024.
Note 9. Commitments and Contingencies
Commitments
The Company has commitments including purchase obligations for web-hosting services and other commitments for brand marketing. As of June 30, 2024, there were no material changes outside the ordinary course of business to the Company’s commitments, as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023.
Lodging Tax Obligations and Other Non-Income Tax Matters
Platform Related Taxes and Collection Obligations
Platform Related Taxes and Collection Obligations
Some states and localities in the United States and elsewhere in the world impose transient occupancy or lodging accommodations taxes (“Lodging Taxes”) on the use or occupancy of lodging accommodations or other traveler services. As of June 30, 2024, the Company collects and remits Lodging Taxes in approximately 33,000 jurisdictions around the world on behalf of its hosts. Such Lodging Taxes are generally remitted to tax jurisdictions within a 30 to 90 -day period following the end of each month.
17
As of December 31, 2023 and June 30, 2024, the Company had an obligation to remit Lodging Taxes collected from guests on bookings in these jurisdictions totaling $
In jurisdictions where the Company does not collect and remit Lodging Taxes, hosts are primarily responsible for such taxes. The Company has estimated Lodging Tax liabilities in a certain number of jurisdictions with respect to state, city, and local taxes where management believes it is probable that the Company can be held jointly liable with hosts for taxes and the related amounts can be reasonably estimated. As of December 31, 2023 and June 30, 2024, accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $
The Company’s potential obligations with respect to Lodging Taxes could be affected by various factors, which include, but are not limited to, whether the Company determines or any tax authority asserts that the Company has a responsibility to collect lodging and related taxes on either historical or future transactions, or by the introduction of new ordinances and taxes that subject the Company’s operations to such taxes. Accordingly, the ultimate resolution of Lodging Taxes may be greater or less than the reserve amounts that the Company has recorded.
The Company is currently involved in disputes brought by certain domestic and international states and localities involving the payment of Lodging Taxes. These jurisdictions are asserting that the Company is liable or jointly liable with hosts to collect and remit Lodging Taxes. These disputes are in various stages and the Company continues to vigorously defend these claims. The Company believes that the statutes at issue impose a Lodging Tax obligation on the person exercising the taxable privilege of providing accommodations, or the Company’s hosts.
The imposition of such taxes on the Company could increase the cost of a guest booking and potentially cause a reduction in the volume of bookings on the Company’s platform, which would adversely impact the Company’s results of operations. The Company will continue to monitor the application and interpretation of lodging and related taxes and ordinances and will adjust accruals based on any new information or further developments.
The Company is under audit and inquiry by various domestic and foreign tax authorities with regard to non-income tax matters. The subject matter of these contingent liabilities primarily arises from the Company’s transactions with its customers. Such disputes involve the applicability of transactional taxes (such as sales, value-added, business, and similar taxes) to services provided, as well as the applicability of withholding tax on payments made to such hosts.
The Company is under audit and inquiry by various domestic and foreign tax authorities with regard to non-income tax matters. The subject matter of these contingent liabilities primarily arises from the Company’s transactions with its customers. Such disputes involve the applicability of transactional taxes (such as sales, value-added, business, and similar taxes) to services provided, as well as the applicability of withholding tax on payments made to such hosts.
As of June 30, 2024, the Company accrued $23 million related to the Canada Digital Services Tax that was enacted on June 28, 2024, which was retroactive to January 1, 2022. The amount accrued related to years 2022 and 2023 was $20 million. In addition, the Company has identified reasonably possible exposures related to transactional taxes and business taxes and has not accrued for these amounts since the likelihood of the contingent liability is less than probable. As of June 30, 2024, the Company estimates that the reasonably possible loss related to these matters in excess of the amounts accrued is between $355 million and $375 million; however, no assurance can be given as to the outcomes and the Company could be subject to significant additional tax liabilities.
As of December 31, 2023 and June 30, 2024, the Company accrued a total of $521 million and $445 million of estimated tax liabilities, including interest and penalties, related to hosts’ withholding tax obligations, respectively. As of June 30, 2024, the Company estimates that the reasonably possible loss related to withholding income taxes that can be determined in excess of the amounts accrued is between $145 million to $155 million; however, no assurance can be given as to the outcomes and the Company could be subject to significant additional tax liabilities. Due to the inherent complexity and uncertainty of these matters and judicial processes in certain jurisdictions, the final outcomes may exceed the estimated liabilities recorded.
In 2017, Italy passed a law purporting to require short-term rental platforms that process payments to withhold and remit host income tax and collect and remit tourist tax, amongst other obligations (“2017 Law”). The Company challenged this law before the Italian courts and the Court of Justice of the European Union (“CJEU”). In December 2022, the CJEU found that European law does not prohibit member states from passing legislation requiring short-term rental platforms to withhold income taxes from their hosts, however a requirement to appoint a tax representative, on which the 2017 Law and the withholding obligations are based, is contrary to European Union (“EU”) law. In October 2023, the Italian national court upheld the ruling of the CJEU. The Company’s subsidiary in Italy and subsidiary in Ireland continue to be, or could be in the future, subject to tax audits in Italy, including in relation to permanent establishment, transfer pricing, and withholding obligations.
In May 2023, the Guardia di Finanza de Milano (“GdF”) issued a Tax Audit Report recommending to the Italian tax authorities a formal tax assessment of 779 million Euro on Airbnb’s subsidiary in Ireland relating to the 2017 Law and associated withholding tax obligations. On December 13, 2023, without admitting any liability, Airbnb Ireland signed an agreement with the Italian Revenue Agency (“ITA”) in settlement of the 2017-2021 audit period for an aggregate payment of 576 million Euro ($621 million). Such agreement settles a dispute about Airbnb Ireland’s obligations to withhold and remit host income tax, including taxes, interest, and penalties, for those relevant periods. The GdF conducted a withholding tax audit of Airbnb Ireland UC for the 2022 and 2023 tax years and issued a report to the ITA in March 2024. The Company began settlement discussions with the ITA in June 2024 and expects to reconvene with the ITA in the third quarter of 2024.
With respect to all other transactional taxes and withholding tax on payments made to hosts for which a loss is probable or reasonably possible, the Company is unable to determine an estimate of the possible loss or range of loss beyond the amounts already accrued.
18
Payroll Taxes
The Company is subject to regular payroll tax examinations by various international, state and local jurisdictions. Although management believes its tax withholding remittance practices are appropriate, the Company may be subject to additional tax liabilities, including interest and penalties, if any tax authority disagrees with the Company’s withholding and remittance practices, or if there are changes in laws, regulations, administrative practices, principles or interpretations related to payroll tax withholding in the various international, state and local jurisdictions.
In addition, as of December 31, 2023 and June 30, 2024, the Company accrued a total of $
Legal and Regulatory Matters
The Company has been and is currently a party to various legal and regulatory matters arising in the normal course of business. Such proceedings and claims, even if not meritorious, can require significant financial and operational resources, including the diversion of management’s attention from the Company’s business objectives.
The Company has been and is currently a party to various legal and regulatory matters arising in the normal course of business. Such proceedings and claims, even if not meritorious, can require significant financial and operational resources, including the diversion of management’s attention from the Company’s business objectives.
Regulatory Matters
The Company operates in a complex legal and regulatory environment and its operations are subject to various U.S. and foreign laws, rules, and regulations, including those related to: Internet activities; short-term rentals, long-term rentals and home sharing; real estate, property rights, housing and land use; travel and hospitality; privacy and data protection; intellectual property; competition; health and safety; protection of minors; consumer protection; employment; payments, money transmission, economic and trade sanctions, anti-corruption and anti-bribery; taxation; and others. In addition, the nature of the Company’s business exposes it to inquiries and potential claims related to the compliance of the business with applicable law and regulations. In some instances, applicable laws and regulations do not yet exist or are being applied, interpreted or implemented to address aspects of the Company’s business, and such adoption or interpretation could further alter or impact the Company’s business.
In certain instances, the Company has been party to litigation with municipalities relating to or arising out of certain regulations. In addition, the implementation and enforcement of regulation can have an impact on the Company’s business.
Intellectual Property
The Company has been and is currently subject to claims relating to intellectual property, including alleged patent infringement. Adverse results in such lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing the Company from offering certain features, functionalities, products, or services, and may also cause the Company to change its business practices or require development of non-infringing products or technologies, which could result in a loss of revenue or otherwise harm its business. To date, the Company has not incurred any material costs as a result of such cases and has not recorded any material liabilities in its consolidated financial statements related to such matters.
Litigation and Other Legal Proceedings
The Company is currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights.
Depending on the nature of the proceeding, claim, or investigation, the Company may be subject to monetary damage awards, fines, penalties, and/or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect the Company’s business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, the Company believes based on its current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.
The Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. Such currently accrued amounts are not material to the Company’s unaudited condensed consolidated financial statements. However, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred.
19
Host Protections
The Company offers AirCover coverage, which includes but is not limited to, the Company’s Host Damage Protection program that provides protection of up to $3 million for direct physical loss or damage to a host’s covered property caused by guests during a confirmed booking and when the host and guest are unable to resolve the dispute. The Company retains risk and also maintains insurance from third parties on a per claim basis to protect the Company’s financial exposure under this program. In addition, through third-party insurers and self-insurance mechanisms, including a wholly-owned captive insurance subsidiary, the Company provides insurance coverage for third-party bodily injury or property damage liability claims that occur during a stay. The Company’s Host Liability Insurance and Experiences Liability Insurance consists of a commercial general liability policy, with hosts and the Company as named insureds and landlords of hosts as additional insureds. The Host Liability Insurance and Experiences Liability Insurance provides primary coverage for up to $1 million per occurrence, subject to a $1 million cap per listing location, and includes various market standard conditions, limitations, and exclusions.
Indemnifications
The Company has entered into indemnification agreements with certain of its employees, officers and directors. The indemnification agreements and the Company’s Amended and Restated Bylaws (the “Bylaws”) require the Company to indemnify its directors and officers and those employees who have entered into indemnification agreements to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its directors and officers and those employees who have entered into indemnification agreements. No demands have been made upon the Company to provide indemnification or advancement under the indemnification agreements or the Bylaws, and thus, there are no indemnification or advancement claims that the Company is aware of that could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.
The Company has entered into indemnification agreements with certain of its employees, officers and directors. The indemnification agreements and the Company’s Amended and Restated Bylaws (the “Bylaws”) require the Company to indemnify its directors and officers and those employees who have entered into indemnification agreements to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its directors and officers and those employees who have entered into indemnification agreements. No demands have been made upon the Company to provide indemnification or advancement under the indemnification agreements or the Bylaws, and thus, there are no indemnification or advancement claims that the Company is aware of that could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.
In the ordinary course of business, the Company has included limited indemnification provisions in certain agreements with parties with whom the Company has commercial relations, which provisions are of varying scope and terms with respect to indemnification of certain matters, which may include losses arising out of the Company’s breach of such agreements or out of intellectual property infringement claims made by third parties. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no significant costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions.
Note 10. Income Taxes
The Company’s tax provision for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to significant volatility due to several factors, including accurately predicting the Company’s pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, audit-related developments, and changes in statutes, regulations, case law, and administrative actions.
The Company recorded income tax expense of $26 million and $126 million for the three months ended June 30, 2023 and 2024, and $39 million and $155 million for the six months ended June 30, 2023 and 2024, respectively, which primarily related to current and deferred tax on U.S. and foreign earnings, the accrual of interest on certain uncertain tax positions, and the income tax benefit from excess tax benefits on stock-based compensation arising during the quarter. The increase in tax expense was driven by deferred tax expense on the utilization of U.S. deferred tax assets due to the lack of a valuation allowance in the current period.
The Company’s significant tax jurisdictions include the United States, California, and Ireland. The Company is currently under examination for income taxes by the Internal Revenue Service (“IRS”) for the 2013, 2016, 2017, and 2018 tax years. The primary issue under examination in the 2013 audit is the valuation of the Company’s international intellectual property which was sold to a subsidiary in 2013. In the year ended December 31, 2019, new information became available which required the Company to remeasure its reserve for unrecognized tax benefits. The Company recorded additional tax expense of $196 million during the year ended December 31, 2019. In December 2020, the Company received a Notice of Proposed Adjustment (“NOPA”) from the IRS which proposed an increase to the Company’s U.S. taxable income that could result in additional income tax expense and cash liability of $1.3 billion, plus penalties and interest, which exceeds its current reserve recorded in its consolidated financial statements by more than $1.0 billion. The Company disagrees with the proposed adjustment and continues to vigorously contest it. In February 2021, the Company submitted a protest to the IRS describing its disagreement with the proposed adjustment and requesting the case be transferred to the IRS Independent Office of Appeals (“IRS Appeals”). In December 2021, the Company received a rebuttal from the IRS with the same proposed adjustments that were in the NOPA. In January 2022, the Company entered into an administrative dispute process with IRS Appeals. An acceptable outcome was not reached with IRS Appeals, and in May 2024, the Company received a Statutory Notice of Deficiency (“Notice”) from the IRS related to the aforementioned valuation of its international intellectual property. The Notice claims that the Company owes $1.3 billion in tax, plus penalties and interest. The Company will continue to pursue all available remedies to resolve this dispute. In July 2024, the Company petitioned the U.S. Tax Court (“Tax Court”) for redetermination, and if necessary, the Company will appeal the Tax Court’s decision to the appropriate appellate court. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations. If the IRS prevails in the assessment of additional tax due based on its position and such tax and related interest and penalties, if any, exceeds the Company’s current reserves, such outcome could have a material adverse impact on the Company’s financial position and results of operations, and any assessment of additional tax could require a significant cash payment and have a material adverse impact on the Company’s unaudited condensed consolidated statements of cash flow.
20
On August 16, 2022, the Inflation Reduction Act was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax known as the Corporate Alternative Minimum Tax (“CAMT”) on global adjusted financial statement income and a 1% excise tax on net share repurchases. The Inflation Reduction Act became effective beginning in fiscal year 2023. The Company anticipates paying a material amount of additional federal taxes in 2024 due to the CAMT. The additional CAMT will result in tax credits that are expected to offset the Company’s federal tax in subsequent years, thus there is no impact to the overall tax provision.
Note 11. Net Income per Share
The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders for the periods indicated (in millions, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||
| Add: convertible notes interest expense, net of tax | |||||||||||||||||
| Net income - diluted | $ | $ | $ | $ | |||||||||||||
| Weighted-average shares in computing net income per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Diluted | |||||||||||||||||
| Net income per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||
As of both June 30, 2023 and 2024, 9.6
Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Stock options | |||||||||||||||||
| RSUs | |||||||||||||||||
| Total | |||||||||||||||||
Share Repurchase Program
In May 2023 and February 2024, the Company announced that its board of directors approved share repurchase programs to purchase up to $2.5 billion and $6.0 billion of the Company’s Class A common stock, respectively.
Share repurchases under these share repurchase programs may be made through a variety of methods, such as open market purchases, privately negotiated transactions, block trades or accelerated share repurchase transactions or by any combination of such methods. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements and other relevant factors. These share repurchase programs do not obligate the Company to repurchase any specific number of shares and may be modified, suspended or terminated at any time at the Company’s discretion.
During the three and six months ended June 30, 2024, the Company repurchased and subsequently retired 4.9 million and 9.6 million shares of Class A common stock for $749 million and $1.5 billion, respectively. The Company completed the repurchases authorized under the share repurchase program announced in May 2023 during the first quarter of 2024. As of June 30, 2024, the Company had $5.3 billion available to repurchase shares of Class A common stock under its share repurchase program.
Class A Common Stock Warrants
As of December 31, 2023, the Company had warrants outstanding to purchase 0.8 million shares of Class A common stock with an exercise price of $28.355 per share, subject to adjustment upon the occurrence of certain specified events. During the three months ended June 30, 2024, the warrants were exercised to purchase 0.8 million shares of Class A common stock. The warrants were exercised on a cashless basis, resulting in the issuance of 0.7 million shares of the Class A common stock. As of June 30, 2024, there were no outstanding warrants.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” of our 2023 Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
We are a community based on connection and belonging—a community that was born in 2007 when two hosts welcomed three guests to their San Francisco home, and has since grown to over 5 million hosts who have welcomed over 1.5 billion guest arrivals in almost every country and region across the globe. Every day, hosts offer unique stays and experiences that make it possible for guests to connect with communities in a more authentic way.
We have five stakeholders and we have designed our Company with all of them in mind. Along with employees and shareholders, we serve hosts, guests, and the communities in which they live. We intend to make long-term decisions considering all of our stakeholders because their collective success is key for our business to thrive.
Second Quarter Financial Highlights
For the three months ended June 30, 2024, revenue grew by 11% to $2.7 billion, compared to the same period in the prior year. The increase was primarily due to a 9% increase in Nights and Experiences Booked of 10.0 million, driving an 11% increase in Gross Booking Value (“GBV”) of $2.1 billion, a modest increase in Average Daily Rate (“ADR”), and the shift in timing of Easter from the second quarter of 2023 to the first quarter of 2024. The growth in revenue demonstrated the continued strong travel demand.
Net income for the three months ended June 30, 2024 decreased by 15% to $555 million, compared to the same period in the prior year, driven by an increase in income tax expense of $100 million, primarily due to additional deferred tax expense resulting from last year’s valuation allowance release on our U.S. deferred tax assets and the utilization of some of those assets in the current year. The decrease was largely offset by our revenue growth and increased interest income.
Adjusted EBITDA1 for the three months ended June 30, 2024 increased 9% to $894 million, compared to the same period in the prior year, demonstrating the continued strength of our business and a modest increase in ADR.
Cash provided by operating activities was $1.1 billion for the three months ended June 30, 2024, compared to $909 million, in the same period in the prior year. We generated Free Cash Flow1 of $1.0 billion for the three months ended June 30, 2024, compared to $900 million, in the same period in the prior year. The increase was primarily driven by our revenue growth and increase in deferred revenue for unearned fees.
During the three months ended June 30, 2024, we repurchased 4.9 million shares of Class A common stock for $749 million, leaving $5.3 billion available to repurchase under our share repurchase program.
Key Business Metrics and Non-GAAP Financial Measures
We track the following key business metrics and financial measures that are not calculated and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) (“non-GAAP financial measures”) to evaluate our operating performance, identify trends, formulate financial projections, and make strategic decisions. Accordingly, we believe that these key business metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance, and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their U.S. GAAP results.
These key business metrics and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with U.S. GAAP, and may be different from similarly titled metrics or measures presented by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided under the subsection titled “— Adjusted EBITDA Reconciliation” and “— Free Cash Flow Reconciliation” below. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.
1 A reconciliation of non-GAAP financial measures to the most comparable U.S. GAAP financial measures is provided under the subsection titled “Key Business Metrics and Non-GAAP Financial Measures— Adjusted EBITDA Reconciliation” and “— Free Cash Flow Reconciliation” below.
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Nights and Experiences Booked
Nights and Experiences Booked is a key measure of the scale of our platform, which in turn drives our financial performance. Nights and Experiences Booked on our platform in a period represents the sum of the total number of nights booked for stays and the total number of seats booked for experiences, net of cancellations and alterations that occurred in that period. For example, a booking made on February 15 would be reflected in Nights and Experiences Booked for our quarter ended March 31. If, in the example, the booking were canceled on May 15, Nights and Experiences Booked would be reduced by the cancellation for our quarter ended June 30. A night can include one or more guests and can be for a listing with one or more bedrooms. Nights and Experiences Booked grows as we attract new customers to our platform and as repeat guests increase their activity on our platform. A seat is booked for each participant in an experience. Substantially all of the bookings on our platform to date have come from nights. We believe Nights and Experiences Booked is a key business metric to help investors and others understand and evaluate our results of operations in the same manner as our management team, as it represents a single unit of transaction on our platform.
For the three months ended June 30, 2024, we had 125.1 million Nights and Experiences, a 9% increase from 115.1 million for the same period in the prior year. For the six months ended June 30, 2024, we had 257.7 million Nights and Experiences Booked, a 9% increase from 236.2 million for the same period in the prior year. The increase was driven by growth across all regions, with the strongest growth percentages in Asia Pacific and Latin America, as we continue to focus on international expansion.
Gross Booking Value
GBV represents the dollar value of bookings on our platform in a period and is inclusive of host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period. The timing of recording GBV and any related cancellations is similar to that described in the subsection titled “— Key Business Metrics and Non-GAAP Financial Measures — Nights and Experiences Booked” above. Revenue from the booking is recognized upon check-in; accordingly, GBV is a leading indicator of revenue. The entire amount of a booking is reflected in GBV during the quarter in which booking occurs, whether the guest pays the entire amount of the booking upfront or elects to use our Pay Less Upfront program. Growth in GBV reflects our ability to attract and retain customers and reflects growth in Nights and Experiences Booked.
For the three months ended June 30, 2024, our GBV was $21.2 billion, a 11% increase from $19.1 billion for the same period in the prior year. For the six months ended June 30, 2024, our GBV was $44.1 billion, a 12% increase from $39.5 billion for the same period in the prior year. The increase was primarily due to an increase in Nights and Experiences Booked, combined with a modest increase in ADR. We saw GBV growth across all regions, with the strongest growth percentages in Asia Pacific and Latin America.
Non-GAAP Financial Measures
Our non-GAAP financial measures include Adjusted EBITDA and Free Cash Flow, which are described below. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided below. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures. Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with U.S. GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income and our other U.S. GAAP results. Free Cash Flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of other U.S. GAAP financial measures, such as net cash provided by operating activities. Free Cash Flow does not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.
| Non-GAAP Measure | Definition | Purpose of Non-GAAP Measure | ||||||
| Adjusted EBITDA & Adjusted EBITDA Margin | Adjusted EBITDA: Net income adjusted for: •provision for income taxes, •other expense, net, •interest income; •depreciation and amortization, •stock-based compensation expense, •acquisition-related impacts consisting of gains (losses) recognized on changes in the fair value of contingent consideration arrangements, and •lodging taxes for which management believes it is probable that we may be held jointly liable with hosts for collecting and remitting such taxes, and the applicability of withholding taxes on payments made to such hosts. Adjusted EBITDA Margin: Adjusted EBITDA divided by revenue. | •Enhances comparability on a consistent basis and provides investors with useful insight into the underlying trends of the business. •Used by management to make operating decisions such as evaluating performance, performing strategic planning, and budgeting. | ||||||
| Free Cash Flow | Net cash provided by operating activities less purchases of property and equipment. | •Indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases of property and equipment, that can be used for strategic initiatives. | ||||||
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The following table summarizes our non-GAAP financial measures, along with the most directly comparable U.S. GAAP measure, for each period presented below (in millions, except percentages):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Net income | $ | 650 | $ | 555 | $ | 767 | $ | 819 | |||||||||
Net income as a percentage of revenue | 26 | % | 20 | % | 18 | % | 17 | % | |||||||||
| Adjusted EBITDA | $ | 819 | $ | 894 | $ | 1,081 | $ | 1,318 | |||||||||
Adjusted EBITDA as a percentage of revenue | 33 | % | 33 | % | 25 | % | 27 | % | |||||||||
| Net cash provided by operating activities | $ | 909 | $ | 1,051 | $ | 2,496 | $ | 2,974 | |||||||||
Net cash provided by operating activities as a percentage of revenue | 37 | % | 38 | % | 58 | % | 61 | % | |||||||||
| Free Cash Flow | $ | 900 | $ | 1,043 | $ | 2,481 | $ | 2,952 | |||||||||
| Free Cash Flow as a percentage of revenue | 36 | % | 38 | % | 58 | % | 60 | % | |||||||||
Adjusted EBITDA Reconciliation
The following is a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP measure, net income (in millions, except percentages):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Revenue | $ | 2,484 | $ | 2,748 | $ | 4,302 | $ | 4,890 | |||||||||
| Net income | $ | 650 | $ | 555 | $ | 767 | $ | 819 | |||||||||
| Adjusted to exclude the following: | |||||||||||||||||
| Provision for income taxes | 26 | 126 | 39 | 155 | |||||||||||||
| Other expense, net | 38 | 42 | 49 | 52 | |||||||||||||
| Interest income | (191) | (226) | (337) | (428) | |||||||||||||
| Depreciation and amortization | 9 | 14 | 20 | 28 | |||||||||||||
Stock-based compensation expense(1) | 304 | 382 | 544 | 677 | |||||||||||||
Acquisition-related impacts | (15) | 1 | (3) | 7 | |||||||||||||
Lodging tax reserves and reserves for host withholding taxes | (2) | — | 2 | 8 | |||||||||||||
| Adjusted EBITDA | $ | 819 | $ | 894 | $ | 1,081 | $ | 1,318 | |||||||||
| Adjusted EBITDA as a percentage of revenue | 33 | % | 33 | % | 25 | % | 27 | % | |||||||||
(1)Stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.
The above items are excluded from our Adjusted EBITDA measure because they are non-cash in nature, or because the amount and timing of these items are unpredictable, not driven by core results of operations, and renders comparisons with prior periods and competitors less meaningful.
Adjusted EBITDA increased by $75 million to $894 million while Adjusted EBITDA Margin remained consistent at 33% for the three months ended June 30, 2024 and 2023. Adjusted EBITDA increased by $237 million to $1.3 billion and Adjusted EBITDA margin increased from 25% to 27% for the six months ended June 30, 2024, compared to the same period in the prior year. The improvements in Adjusted EBITDA and Adjusted EBITDA Margin were primarily driven by the continued strength in our business and a modest increase in ADR.
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Free Cash Flow Reconciliation
The following is a reconciliation of Free Cash Flow to the most comparable U.S. GAAP cash flow measure, net cash provided by operating activities (in millions, except percentages):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Revenue | $ | 2,484 | $ | 2,748 | $ | 4,302 | $ | 4,890 | |||||||||
| Net cash provided by operating activities | $ | 909 | $ | 1,051 | $ | 2,496 | $ | 2,974 | |||||||||
| Purchases of property and equipment | (9) | (8) | (15) | (22) | |||||||||||||
| Free Cash Flow | $ | 900 | $ | 1,043 | $ | 2,481 | $ | 2,952 | |||||||||
| Free Cash Flow as a percentage of revenue | 36 | % | 38 | % | 58 | % | 60 | % | |||||||||
| Other cash flow components: | |||||||||||||||||
| Net cash used in investing activities | $ | (20) | $ | (110) | $ | (203) | $ | (194) | |||||||||
| Net cash provided by financing activities | $ | 167 | $ | 811 | $ | 2,453 | $ | 2,945 | |||||||||
Our Free Cash Flow is impacted by the timing of GBV because we collect our service fees at the time of booking, which is generally before a stay or experience occurs. Funds held on behalf of our customers and amounts payable to our customers do not impact Free Cash Flow, except interest earned on these funds. The increase in Free Cash Flow for the three and six months ended June 30, 2024, compared to the same periods in the prior year, was primarily driven by growth in stock-based compensation expense, deferred income taxes, and accrued expenses and other liabilities.
Seasonality
Our business is seasonal, reflecting typical travel behavior patterns over the course of the calendar year. In a typical year, the first, second, and third quarters have higher Nights and Experiences Booked than the fourth quarter, as guests plan for travel during the peak travel season, which is in the third quarter for North America and EMEA.
Our key business metrics, including GBV and Adjusted EBITDA, can also be impacted by the timing of holidays and other events. We experience seasonality in our GBV that is generally consistent with the seasonality of Nights and Experiences Booked. Revenue and Adjusted EBITDA have historically been, and are expected to continue to be, highest in the third quarter when we have the most check-ins, which is the point at which we recognize revenue. Seasonal trends in our GBV impact Free Cash Flow for any given quarter. A significant portion of our costs are relatively fixed across quarters or vary in line with the volume of transactions, and we historically achieve our highest GBV in the first and second quarters of the year with comparatively lower check-ins. As a result, increases in unearned fees typically make our Free Cash Flow and Free Cash Flow as a percentage of revenue the highest in the first two quarters of the year. We typically see a slight decline in GBV and a peak in check-ins in the third quarter, which results in a decrease in unearned fees, a lower sequential decrease in Free Cash Flow, and a greater decline in GBV in the fourth quarter, where Free Cash Flow is typically lower.
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Results of Operations
The following table sets forth our results of operations for the periods presented (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Revenue | $ | 2,484 | $ | 2,748 | $ | 4,302 | $ | 4,890 | |||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 432 | 506 | 860 | 986 | |||||||||||||
Operations and support(1) | 317 | 338 | 599 | 623 | |||||||||||||
Product development(1) | 451 | 519 | 871 | 994 | |||||||||||||
Sales and marketing(1) | 486 | 573 | 936 | 1,087 | |||||||||||||
General and administrative(1) | 275 | 315 | 518 | 602 | |||||||||||||
| Total costs and expenses | 1,961 | 2,251 | 3,784 | 4,292 | |||||||||||||
| Income from operations | 523 | 497 | 518 | 598 | |||||||||||||
| Interest income | 191 | 226 | 337 | 428 | |||||||||||||
| Other expense, net | (38) | (42) | (49) | (52) | |||||||||||||
| Income before income taxes | 676 | 681 | 806 | 974 | |||||||||||||
| Provision for income taxes | 26 | 126 | 39 | 155 | |||||||||||||
| Net income | $ | 650 | $ | 555 | $ | 767 | $ | 819 | |||||||||
(1)Includes stock-based compensation expense as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Operations and support | $ | 19 | $ | 24 | $ | 34 | $ | 43 | |||||||||
| Product development | 191 | 239 | 340 | 424 | |||||||||||||
| Sales and marketing | 36 | 46 | 64 | 81 | |||||||||||||
| General and administrative | 58 | 73 | 106 | 129 | |||||||||||||
| Stock-based compensation expense | $ | 304 | $ | 382 | $ | 544 | $ | 677 | |||||||||
The following table sets forth the components of our unaudited condensed consolidated statements of operations for each of the periods presented as a percentage of revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||
| Revenue | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 17 | 19 | 20 | 21 | |||||||||||||
| Operations and support | 13 | 12 | 14 | 13 | |||||||||||||
| Product development | 18 | 19 | 20 | 20 | |||||||||||||
| Sales and marketing | 20 | 21 | 22 | 22 | |||||||||||||
| General and administrative | 11 | 11 | 12 | 12 | |||||||||||||
| Total costs and expenses | 79 | 82 | 88 | 88 | |||||||||||||
| Income from operations | 21 | 18 | 12 | 12 | |||||||||||||
| Interest income | 7 | 8 | 8 | 9 | |||||||||||||
| Other expense, net | (1) | (1) | (1) | (1) | |||||||||||||
| Income before income taxes | 27 | 25 | 19 | 20 | |||||||||||||
| Provision for income taxes | 1 | 5 | 1 | 3 | |||||||||||||
| Net income | 26 | % | 20 | % | 18 | % | 17 | % | |||||||||
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Comparison of the Three and Six Months Ended June 30, 2024 with the Same Periods in 2023
Revenue
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Revenue | $ | 2,484 | $ | 2,748 | 11 | % | $ | 4,302 | $ | 4,890 | 14 | % | |||||||||||
Three Months Ended June 30, 2024 Compared with the Same Period in 2023
Revenue increased $264 million, or 11%, for the three months ended June 30, 2024, compared to the same period in the prior year, primarily due to a 9% increase in Nights and Experiences Booked driving a 11% increase in GBV, and a modest increase in ADR.
Six Months Ended June 30, 2024 Compared with the Same Period in 2023
Revenue increased $588 million, or 14%, for the six months ended June 30, 2024, compared to the same period in the prior year, primarily due to a 9% increase in Nights and Experiences Booked driving a 12% increase in GBV, and a modest increase in ADR.
Cost of Revenue
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Cost of revenue | $ | 432 | $ | 506 | 17 | % | $ | 860 | $ | 986 | 15 | % | |||||||||||
| Percentage of revenue | 17 | % | 19 | % | 20 | % | 21 | % | |||||||||||||||
Three Months Ended June 30, 2024 Compared with the Same Period in 2023
Cost of revenue increased $74 million, or 17%, for the three months ended June 30, 2024, compared to the same period in the prior year, primarily due to an increase in merchant fees of $67 million, largely due to an increase in pay-in volumes and the impact of certain one-time incentives in 2023, and an increase in cloud computing costs of $6 million due to increased server and data storage usage. These increases were partially offset by a reduction in chargebacks of $7 million.
Six Months Ended June 30, 2024 Compared with the Same Period in 2023
Cost of revenue increased $126 million, or 15%, for the six months ended June 30, 2024, compared to the same period in the prior year, primarily due to an increase in merchant fees of $123 million, due to an increase in pay-in volumes and the impact of certain one-time incentives in 2023, and an increase in cloud computing costs of $14 million, due to increased server and data storage usage. These increases were partially offset by a reduction in chargebacks of $21 million.
Operations and Support
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Operations and support | $ | 317 | $ | 338 | 7 | % | $ | 599 | $ | 623 | 4 | % | |||||||||||
| Percentage of revenue | 13 | % | 12 | % | 14 | % | 13 | % | |||||||||||||||
Three and Six Months Ended June 30, 2024 Compared with the Same Periods in 2023
Operations and support expense was relatively flat compared to the same periods in the prior year.
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Product Development
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Product development | $ | 451 | $ | 519 | 15 | % | $ | 871 | $ | 994 | 14 | % | |||||||||||
| Percentage of revenue | 18 | % | 19 | % | 20 | % | 20 | % | |||||||||||||||
Three Months Ended June 30, 2024 Compared with the Same Period in 2023
Product development expense increased $68 million, or 15%, for the three months ended June 30, 2024, compared to the same period in the prior year, primarily due to a $60 million increase in payroll-related expenses.
Six Months Ended June 30, 2024 Compared with the Same Period in 2023
Product development expense increased $123 million, or 14%, for the six months ended June 30, 2024, compared to the same period in the prior year, primarily due to a $111 million increase in payroll-related expenses.
Sales and Marketing
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Brand and performance marketing | $ | 361 | $ | 384 | 6 | % | $ | 668 | $ | 754 | 13 | % | |||||||||||
| Field operations and policy | 125 | 189 | 51 | % | 268 | 333 | 24 | % | |||||||||||||||
| Total sales and marketing | $ | 486 | $ | 573 | 18 | % | $ | 936 | $ | 1,087 | 16 | % | |||||||||||
| Percentage of revenue | 20 | % | 21 | % | 22 | % | 22 | % | |||||||||||||||
Three Months Ended June 30, 2024 Compared with the Same Period in 2023
Sales and marketing expense increased $87 million, or 18%, for the three months ended June 30, 2024, compared to the same period in the prior year. The increase was primarily due to a $64 million increase in marketing activities associated with ongoing marketing campaigns and search engine marketing, and a $13 million increase in payroll-related expenses.
Six Months Ended June 30, 2024 Compared with the Same Period in 2023
Sales and marketing expense increased $151 million, or 16%, for the six months ended June 30, 2024, compared to the same period in the prior year. The increase was primarily due to a $118 million increase in marketing activities associated with ongoing marketing campaigns and search engine marketing, and a $26 million increase in payroll-related expenses.
General and Administrative
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| General and administrative | $ | 275 | $ | 315 | 15 | % | $ | 518 | $ | 602 | 16 | % | |||||||||||
| Percentage of revenue | 11 | % | 11 | % | 12 | % | 12 | % | |||||||||||||||
Three Months Ended June 30, 2024 Compared with the Same Period in 2023
General and administrative expense increased $40 million, or 15%, for the three months ended June 30, 2024, compared to the same period in the prior year, primarily due to a $54 million increase in non-income taxes, including a $27 million increase in digital services taxes, primarily related to Canada’s Digital Services Tax enacted in June of 2024, which was retroactive to 2022. These increases were partially offset by a reduction in professional service fees of $13 million.
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Six Months Ended June 30, 2024 Compared with the Same Period in 2023
General and administrative expense increased $84 million, or 16%, for the six months ended June 30, 2024, compared to the same period in the prior year, primarily due to a $73 million increase in non-income taxes, including an increase of $30 million in digital services taxes, primarily related to Canada’s Digital Services Tax enacted in June of 2024, which was retroactive to 2022, a $17 million increase in non-recurring employee taxes, and a $15 million increase in payroll-related expenses. These increases were partially offset by a reduction in professional service fees of $18 million.
Interest Income
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Interest income | $ | 191 | $ | 226 | 18 | % | $ | 337 | $ | 428 | 27 | % | |||||||||||
Three and Six Months Ended June 30, 2024 Compared with the Same Periods in 2023
Interest income increased $35 million, or 18%, for the three months ended June 30, 2024, and $91 million, or 27%, for the six months ended June 30, 2024, compared to the same periods in the prior year, primarily due to higher cash and investment balances and higher interest rates.
Other Expense, Net
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Other expense, net | $ | (38) | $ | (42) | 11 | % | $ | (49) | $ | (52) | 6 | % | |||||||||||
Three and Six Months Ended June 30, 2024 Compared with the Same Periods in 2023
Other expense, net increased $4 million and $3 million for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year, primarily due to an impairment charge on an investment in a privately-held company of $45 million, partially offset by foreign exchange gains.
Provision for Income Taxes
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | % Change | 2023 | 2024 | % Change | ||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Provision for income taxes | $ | 26 | $ | 126 | 385 | % | $ | 39 | $ | 155 | 297 | % | |||||||||||
Three and Six Months Ended June 30, 2024 Compared with the Same Periods in 2023
The provision for income taxes increased primarily due to increased profitability and additional deferred tax expense resulting from last year’s valuation allowance release on our U.S. deferred tax assets and the utilization of some of those assets in the current year, partially offset by the income tax benefit from excess tax benefits on stock-based compensation arising during the three and six months ended June 30, 2024.
In 2021, the Organization for Economic Co-operation and Development (“OECD”) established an inclusive framework on base erosion and profit shifting and agreed on a two-pillar solution to global taxation, focusing on global profit allocation, known to as Pillar One and a 15% global minimum effective tax rate, known as Pillar Two. On December 15, 2022, the EU member states agreed to implement the OECD’s global minimum tax rate of 15%. The OECD issued Pillar Two model rules and continues to release guidance on these rules. The inclusive framework calls for tax law changes by participating countries to take effect in 2024 and 2025. Various countries have enacted or have announced plans to enact new tax laws to implement the global minimum tax. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and concluded there was no material impact to our tax provision for the three and six months ended June 30, 2024. We will continue to evaluate the impact of these tax law changes on future reporting periods.
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Liquidity and Capital Resources
Sources and Conditions of Liquidity
As of June 30, 2024, our principal sources of liquidity were cash, cash equivalents and short-term investments totaling $11.3 billion. As of June 30, 2024, cash and cash equivalents totaled $7.9 billion, which included $2.1 billion held by our foreign subsidiaries. Cash and cash equivalents consist of checking and interest-bearing accounts and highly-liquid securities with an original maturity of 90 days or less. As of June 30, 2024, short-term investments totaled $3.4 billion. Short-term investments primarily consist of highly-liquid investment grade corporate debt securities, time deposits, commercial paper, certificates of deposit, U.S. government and government agency debt securities (“government bonds”), and mortgage-backed and asset-backed securities. These amounts do not include funds of $10.3 billion as of June 30, 2024, that we held for bookings in advance of guests completing check-ins that we record separately on our unaudited condensed consolidated balance sheet in funds receivable and amounts held on behalf of customers with a corresponding liability in funds payable and amounts payable to customers.
Our cash and cash equivalents are generally held at large global systemically important banks (or “G-SIBs”) which are subject to high capital requirements and are required to regularly perform stringent stress tests related to their ability to absorb capital losses. Our cash, cash equivalents, and short-term investments held outside the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of such funds may result in additional tax liabilities. We believe that our existing cash, cash equivalents, and short-term investments balances in the United States are sufficient to fund our working capital needs in the United States.
We have access to $1.0 billion of commitments and a $200 million sub-limit for the issuance of letters of credit under the 2022 Credit Facility. As of June 30, 2024, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $25 million.
Material Cash Requirements
As of June 30, 2024, we had outstanding $2.0 billion in aggregate principal amount of indebtedness of our 0% convertible senior notes due in 2026. On March 3, 2021, in connection with the pricing of the 2026 Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "option counterparties") at a cost of approximately $100 million. The cap price of the Capped Calls was $360.80 per share of Class A common stock, which represented a premium of 100% over the last reported sale price of the Class A common stock of $180.40 per share on March 3, 2021, subject to certain customary adjustments under the terms of the Capped Call Transactions.
In February 2024, our board of directors approved an additional share repurchase program to purchase up to $6.0 billion of our Class A common stock. During the three and six months ended June 30, 2024, we repurchased an aggregate of 4.9 million and 9.6 million shares of Class A common stock for $749 million and $1.5 billion, respectively through our share repurchase programs. As of June 30, 2024, we had $5.3 billion available to repurchase shares of Class A common stock under our share repurchase program.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in millions):
| Six Months Ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Net cash provided by operating activities | $ | 2,496 | $ | 2,974 | ||||
| Net cash used in investing activities | (203) | (194) | ||||||
| Net cash provided by financing activities | 2,453 | 2,945 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 132 | (202) | ||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 4,878 | $ | 5,523 | ||||
Net cash provided by operating activities for the six months ended June 30, 2024 was $3.0 billion, which was primarily due to net income of $819 million, additional cash provided by unearned fees of $1.2 billion, resulting from growth in bookings, and increase from accrued expenses and other liabilities of $230 million. Additionally, we had adjustments for non-cash charges, primarily consisting of $677 million of stock-based compensation expense.
Net cash used in investing activities for the six months ended June 30, 2024 was $194 million, which was primarily due to purchases of short-term investments, partially offset by proceeds resulting from sales and maturities of short-term investments.
Net cash provided by financing activities for the six months ended June 30, 2024 was $2.9 billion, primarily due to an increase in funds payable and amounts payable to customers of $4.7 billion, partially offset by share repurchases of $1.5 billion and an increase in taxes paid related to net share settlement of equity awards of $309 million.
The effect of exchange rate changes on cash, cash equivalents, and restricted cash on our consolidated statements of cash flows relates to certain of our assets, principally cash balances held on behalf of customers, that are denominated in currencies other than the functional currency of certain of our subsidiaries. For the six months ended June 30, 2024, we recorded a decrease of $202 million in cash, cash equivalents, and restricted cash, primarily due to the strengthening of the U.S. dollar. The impact of exchange rate changes on cash balances can serve as a natural hedge for the effect of exchange rates on our liabilities to our hosts and guests.
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We assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we believe that the cash flows generated from operating activities will meet our anticipated cash requirements in the short-term. In addition to normal working capital requirements, we anticipate that our short- and long-term cash requirements will include share repurchases, introduction of new products and offerings, timing and extent of spending to support our efforts to develop our platform, debt repayments, and expansion of sales and marketing activities. Our future capital requirements, however, will depend on many factors, including, but not limited to our growth, headcount, and ability to attract and retain customers on our platform. Additionally, we may in the future raise additional capital or incur additional indebtedness to continue to fund our strategic initiatives. On a long-term basis, we would rely on either our access to the capital markets or our credit facility for any long-term funding not provided by operating cash flows and cash on hand. In the event that additional financing is required from outside sources, we may seek to raise additional funds at any time through equity, equity-linked arrangements, and/or debt, which may not be available on favorable terms, or at all. If we are unable to raise additional capital when desired and at reasonable rates, our business, results of operations, and financial condition could be materially adversely affected. Our liquidity is subject to various risks including the risks identified in the section titled "Quantitative and Qualitative Disclosures about Market Risk" in Item 3.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report for a discussion of the assumptions and judgments involved in our critical accounting estimates. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, to our unaudited condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk during the three and six months ended June 30, 2024. For additional information, see Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024, the end of the period covered by this Quarterly Report on Form 10-Q, to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights. See Note 9, Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q.
Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect our business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition.
Item 1A. Risk Factors
There have been no material changes from the risk factors set forth in Part I, Item IA of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). Our business, operations, and financial results are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, and the trading price of our Class A common stock. You should carefully read and consider the risks and uncertainties included in the Annual Report, together with all of the other information in the Annual Report and this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes, and other documents that we file with the U.S. Securities and Exchange Commission. The risks and uncertainties described in these reports may not be the only ones we face. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table sets forth information relating to repurchases of our equity securities during the three months ended June 30, 2024 (in millions, except per share amounts):
| Period | Total Number of Shares Purchased | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2) | ||||||||||
| April 1 - 30 | 1.5 | $ | 160.40 | 1.5 | $ | 5,751 | ||||||||
| May 1 - 31 | 2.0 | $ | 150.42 | 2.0 | $ | 5,464 | ||||||||
| June 1 - 30 | 1.4 | $ | 147.33 | 1.4 | $ | 5,251 | ||||||||
| Total | 4.9 | $ | 152.67 | 4.9 | ||||||||||
(1)Includes broker commissions.
(2)On February 13, 2024, we announced that our board of directors approved a share repurchase program with authorization to purchase up to $6.0 billion of our Class A common stock at management’s discretion. The share repurchase program does not have an expiration date, does not obligate us to repurchase any specific number of shares, and may be modified, suspended or terminated at any time at our discretion.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Director and Officer 10b5-1 Trading Plans (“10b5-1 Plans”)
The following table sets forth the material terms of 10b5-1 Plans intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) that were adopted, terminated, or modified by our directors and officers during the three months ended June 30, 2024:
| Name and Title of Director or Officer | Action | Date | Expiration Date | Maximum Number of Shares to be Sold Under the Plan | ||||||||||
There were no
Item 6. Exhibits
The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated herein by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated herein (numbered in accordance with Item 601 of Regulation S-K).
Exhibit Index
Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | File Number | Date | Number | Filed Herewith | ||||||||||||||||||||||||||||||||
| 3.1 | 8-K | 001-39778 | 6/7/2024 | 3.1 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-39778 | 12/14/2020 | 3.2 | ||||||||||||||||||||||||||||||||||
10.1# | X | |||||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1* | X | |||||||||||||||||||||||||||||||||||||
| 101 | The following financial statements from the Company’s 10-Q, formatted as Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations (iii), Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||||||||
# Indicates management contract or compensatory plan.
*The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Airbnb, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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Signatures
Pursuant to the requirements 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.
| AIRBNB, INC. | ||||||||
| By: | /s/ Brian Chesky | |||||||
Date: August 6, 2024 | Brian Chesky Chief Executive Officer (Principal Executive Officer) | |||||||
| By: | /s/ Elinor Mertz | |||||||
Date: August 6, 2024 | Elinor Mertz Chief Financial Officer (Principal Financial Officer) | |||||||
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EXHIBIT 10.1
August 2, 2024
Elinor Mertz
Re: Chief Financial Officer Promotion Letter
Dear Ellie,
Congratulations on your recent promotion to Chief Financial Officer. You have played an instrumental role in shaping Airbnb into the company it is today, and we are thrilled for your next chapter here.
This letter is to let you know that the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Airbnb, Inc. (“Airbnb” or the “Company”) has approved changes in your compensation as described below in connection with its formal offer to you of the position of Chief Financial Officer.
As Chief Financial Officer, you will continue to report to our Chief Executive Officer and you will be located in San Francisco, CA.
Compensation and Benefits
Airbnb offers a highly competitive package of compensation and benefits. Effective March 1, 2024, your compensation package includes the following:
Salary
Your annual salary (“Annual Salary”) will be six hundred thousand dollars ($600,000), which amount would be subject to any required tax and other deductions, payable in bi-monthly installments in accordance with Airbnb’s normal payroll practices. The Annual Salary shall be reviewed by the Board or Compensation Committee from time to time in accordance with the Company’s ordinary practice.
2024 Bonus
Subject to the terms and conditions of the 2024 Bonus Plan, you will be eligible to earn an annual Company bonus ("2024 Bonus"). The annual bonus target associated with your new role as Chief Financial Officer is up to 75% of eligible earnings, as defined in the 2024 Bonus Plan. The 2024 Bonus payment, if any, will be subject to any required tax and other deductions, payable in accordance with Airbnb's normal payroll practices. No amount of the 2024 Bonus is guaranteed, and you must be an employee on the 2024 Bonus payment date to be eligible to earn a 2024 Bonus.
Equity
Your outstanding equity awards will continue to vest and remain outstanding in accordance with their terms based on your service as Chief Financial Officer. You will remain eligible for future grants as determined by the Compensation Committee or Board.
Airbnb Benefits Plan
As a full-time employee, you will continue to be eligible to participate in Airbnb’s comprehensive benefits programs. This includes access to a variety of benefits, including medical, dental, and vision care; short and long-term disability; life and AD&D insurance; Flexible Spending Accounts; and Employee Assistance Programs.
In addition, you may continue to choose to participate in Airbnb’s 401k traditional and 401k Roth Plans.
Participation in any of Airbnb’s employee benefit plans is expressly subject to the written terms and conditions contained in the applicable plan documents.
Airbnb Transit Subsidy
You will continue to be eligible to participate in Airbnb’s monthly transit subsidy program which includes subsidies for parking and/or transit or biking.
Employee Travel Coupon
The only way we’ll understand our community is if we are genuine Airbnb community members. Therefore, every Airbnb employee is eligible to receive a $500.00 Employee Travel Coupon (ETC) each quarter in a calendar year. We hope you use this coupon to explore new places, meet new people, and connect with hosts and guests around the world.
Paid Time Off (PTO), Paid Sick Time, Holidays, and Winter Closure
As a regular, full-time employee, you are eligible to earn fifteen (15) days of PTO per year, which can be used for any purpose, including vacation, sick and safe time. Airbnb also offers five (5) separately designated Paid Sick days so you have an additional opportunity to address health-related or family care needs.
In addition, you will receive paid holidays per our Company policy. There is also a Winter Closure tacked on at the end of the year so you can plan ahead to spend time with family and friends. The holiday calendar is published annually and is subject to change.
Airbnb reserves the right to change or otherwise modify, in its sole discretion, the preceding terms of employment.
Confidentiality and Protection of Intellectual Property
You must continue to comply with Airbnb’s Employee Invention Assignment and Confidentiality Agreement (Invention and Confidentiality Agreement) that you entered into in connection with your commencement of employment with us.
Arbitration
You and Airbnb, Inc. (the “Parties”) each agree that any and all controversies, disputes or claims arising out of, relating to or concerning your employment relationship or the termination thereof, including without limitation, the validity, enforceability, interpretation of this agreement to arbitrate, and including, but not limited to, claims for unpaid wages, wrongful termination, claims relating to equity interests that may have been granted to you, and/or any other claims arising from your employment whether sounding in tort, contract, federal, state, local or other statutory violation or otherwise, and without regard to legal characterization of theory, shall be brought only in your individual capacity and finally resolved on an individual basis (to the fullest extent permitted under applicable law) through binding arbitration by JAMS under the JAMS Employment Arbitration Rules and Procedures then effect and subject to the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness (the “JAMS Rules”), available at www.jamsadr.com or upon request to HR, and in accordance with the Federal Arbitration Act (“FAA”).
The arbitration shall be before a single arbitrator appointed pursuant to the JAMS Rules and shall occur in San Francisco County California, or alternatively in the county of your primary work location, if you are based outside of San Francisco. The award shall be a reasoned written decision, that states the factual and legal conclusions and legal basis therefore, and shall be in English. The arbitrator's decision shall be final, binding, and conclusive. The agreement to arbitrate does not restrict your right to file administrative claims you may bring before any government agency where you are permitted by law to file such claims (including the National Labor Relations Board, the Equal Opportunity Commission and the Department of Labor), or prevent you from pursuing claims for which this agreement would be invalid as a matter of law. The Parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law. The Parties expressly waive any entitlement to have such controversies decided by a court or a jury. The Parties agree that judgment on any award in arbitration shall be enforceable in any court with competent jurisdiction. This clause shall not preclude either Party from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
At-Will Relationship
As is customary, our employment relationship is at-will. This means either you or Airbnb may terminate the employment relationship at any time and for any reason or no reason, without prior notice. Any modification or change in your at-will employment status may only be made if in writing and signed by you and Airbnb’s Chief Executive Officer and Chief Legal Officer.
Once accepted, this letter constitutes the entire agreement between you and Airbnb with respect to the subject matter herein and supersedes all prior offers, negotiations and agreements, if any, whether written or oral, relating to such subject matter.
Should you have anything else that you wish to discuss, please do not hesitate to contact me. Otherwise, please sign this letter via electronic signature as sent through DocuSign. Please retain a copy for your personal records.
Ellie, few have had as meaningful an impact on Airbnb as you, and we’re thrilled to have you by our side for this next chapter. We have an incredible journey ahead of us.
Let’s change the world together.
Sincerely,
Airbnb, Inc.
/s/ Brian Chesky
Brian Chesky
Chief Executive Officer
I have read and understood this letter and acknowledge, accept and agree to its terms and further acknowledge that no other commitments were made to me as part of my promotion except as specifically set forth herein.
/s/ Elinor Mertz Date Signed: 08/02/2024
Elinor Mertz
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Chesky, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Airbnb, Inc.;
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 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 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.
| /s/ Brian Chesky | ||||||||
Date: August 6, 2024 | Brian Chesky Chief Executive Officer (Principal Executive Officer) | |||||||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Elinor Mertz, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Airbnb, Inc.;
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 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 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.
| /s/ Elinor Mertz | ||||||||
Date: August 6, 2024 | Elinor Mertz Chief Financial Officer (Principal Financial Officer) | |||||||
Exhibit 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Chesky, as Chief Executive Officer of Airbnb, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Airbnb, Inc. for the quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Airbnb, Inc.
| /s/ Brian Chesky | ||||||||
Date: August 6, 2024 | Brian Chesky Chief Executive Officer (Principal Executive Officer) | |||||||
I, Elinor Mertz, as Chief Financial Officer of Airbnb, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Airbnb, Inc. for the quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Airbnb, Inc.
| /s/ Elinor Mertz | ||||||||
Date: August 6, 2024 | Elinor Mertz Chief Financial Officer (Principal Financial Officer) | |||||||