Airbnb 10-Q 2024-03-31
Filed 2024-05-08. 8 sections, 153K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the quarterly period ended March 31, 2024 |
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the transition period from_____ to _____ |
Commission File Number: 001-39778

Airbnb, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 26-3051428 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
888 Brannan Street
San Francisco, California 94103
(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 | ||||||
| Class A common stock, par value $0.0001 per share | ABNB | The Nasdaq Stock Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 22, 2024, 441,500,418 shares of the registrant's Class A common stock were outstanding, 193,343,397 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
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:
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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;
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the effects of fluctuations in demand for host homes, including lower demand in certain areas or as a result of oversupply in others;
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the effects of supply constraints on availability of host homes;
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our ability to attract and retain hosts and guests;
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our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;
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the impact of the ongoing armed conflicts around the world on our business;
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our expectations regarding our financial performance, including our revenue, costs, Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, and Free Cash Flow;
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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;
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our ability to compete in our industry;
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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;
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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;
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seasonality and the effects of seasonal trends on our results of operations;
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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;
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anticipated trends, developments, and challenges in our industry, business, and the highly competitive markets in which we operate;
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our ability to anticipate market needs or develop new or enhanced offerings and services to meet those needs;
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our ability to manage expansion into international markets and new businesses;
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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;
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the impact on our income as a result of the release of valuation allowances on deferred tax assets;
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our expectations regarding lodging tax obligations and other non-income tax matters;
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our expectations regarding our income tax liabilities, including anticipated increases in foreign taxes, valuation allowances, and the adequacy of our reserves;
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our expectations regarding settlement discussions related to tax audits;
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our expectations regarding the impact of the recently enacted Corporate Alternative Minimum Tax;
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our ability to effectively manage our growth and expand our infrastructure and our ability to maintain our corporate culture, and our employee initiatives;
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the safety, affordability, and convenience of our platform and our offerings;
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our ability to successfully defend litigation brought against us;
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the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs;
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our ability to maintain, protect, and enhance our intellectual property; and
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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
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.
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 | March 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 6,874 | $ | 7,829 | ||||
| Short-term investments (including assets reported at fair value of $2,507 and $2,524, respectively) | 3,197 | 3,264 | ||||||
| Funds receivable and amounts held on behalf of customers | 5,869 | 8,737 | ||||||
| Prepaids and other current assets (including customer receivables of $249 and $212 and allowances of $44 and $37, respectively) | 569 | 563 | ||||||
| Total current assets | 16,509 | 20,393 | ||||||
| Deferred tax assets, net | 2,881 | 2,886 | ||||||
| Goodwill and intangible assets, net | 792 | 786 | ||||||
| Other assets, noncurrent | 463 | 472 | ||||||
| Total assets | $ | 20,645 | $ | 24,537 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accrued expenses, accounts payable, and other current liabilities | $ | 2,654 | $ | 2,968 | ||||
| Funds payable and amounts payable to customers | 5,869 | 8,737 | ||||||
| Unearned fees | 1,427 | 2,434 | ||||||
| Total current liabilities | 9,950 | 14,139 | ||||||
| Long-term debt | 1,991 | 1,992 | ||||||
| Other liabilities, noncurrent | 539 | 510 | ||||||
| Total liabilities | 12,480 | 16,641 | ||||||
| Commitments and contingencies (Note 9) | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $0.0001 par value: Class A - authorized 2,000 shares; 438 and 443 shares issued & outstanding, respectively; Class B - authorized 710 shares; 200 and 193 shares issued & outstanding, respectively; Class C - authorized 2,000 shares; zero shares of Class C common stock issued & outstanding, respectively; and Class H - authorized 26 shares; 9 shares issued and zero shares outstanding, respectively | — | — | ||||||
| Additional paid-in capital | 11,639 | 11,819 | ||||||
| Accumulated other comprehensive loss | (49) | (9) | ||||||
| Accumulated deficit | (3,425) | (3,914) | ||||||
| Total stockholders’ equity | 8,165 | 7,896 | ||||||
| Total liabilities and stockholders’ equity | $ | 20,645 | $ | 24,537 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Airbnb, Inc.
Condensed Consolidated Statements of Operations
(in millions, except per share amounts)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||
| 2023 | 2024 | ||||||||||||||||
| Revenue | $ | 1,818 | $ | 2,142 | |||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 428 | 480 | |||||||||||||||
| Operations and support | 282 | 285 | |||||||||||||||
| Product development | 420 | 475 | |||||||||||||||
| Sales and marketing | 450 | 514 | |||||||||||||||
| General and administrative | 243 | 287 | |||||||||||||||
| Total costs and expenses | 1,823 | 2,041 | |||||||||||||||
| Income (loss) from operations | (5) | 101 | |||||||||||||||
| Interest income | 146 | 202 | |||||||||||||||
| Other expense, net | (11) | (10) | |||||||||||||||
| Income before income taxes | 130 | 293 | |||||||||||||||
| Provision for income taxes | 13 | 29 | |||||||||||||||
| Net income | $ | 117 | $ | 264 | |||||||||||||
| Net income per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | $ | 0.18 | $ | 0.41 | |||||||||||||
| Diluted | $ | 0.18 | $ | 0.41 | |||||||||||||
| Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | 634 | 638 | |||||||||||||||
| Diluted | 670 | 654 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Airbnb, Inc.
Condensed Consolidated Statements of Comprehensive Income
(in millions)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||
| 2023 | 2024 | ||||||||||||||||
| Net income | $ | 117 | $ | 264 | |||||||||||||
| Other comprehensive income: | |||||||||||||||||
| Net unrealized income (loss) on available-for-sale marketable securities, net of tax | 3 | (3) | |||||||||||||||
| Net unrealized income (loss) on cash flow hedges, net of tax | (4) | 48 | |||||||||||||||
| Foreign currency translation adjustments | 3 | (5) | |||||||||||||||
| Other comprehensive income | 2 | 40 | |||||||||||||||
| Comprehensive income | $ | 119 | $ | 304 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Airbnb, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in millions)
(unaudited)
| Three Months Ended March 31, 2023 | ||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Shares | Amount | |||||||||||||||||||
| Balances as of December 31, 2022 | 631 | $ | — | * | $ | 11,557 | $ | (32) | $ | (5,965) | $ | 5,560 | ||||||||
| Net income | — | — | — | — | 117 | 117 | ||||||||||||||
| Other comprehensive income | — | — | — | 2 | — | 2 | ||||||||||||||
| Exercise of common stock options | 2 | — | * | 17 | — | — | 17 | |||||||||||||
| Issuance of common stock upon settlement of RSUs, net of shares withheld for taxes | 1 | — | * | (155) | — | — | (155) | |||||||||||||
| Stock-based compensation | — |
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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.
First Quarter Financial Highlights
For the three months ended March 31, 2024, revenue grew by 18% to $2.1 billion, compared to the same period in the prior year, primarily due to a 9.5% increase in Nights and Experiences Booked of 11.5 million driving a 12% increase in Gross Booking Value (“GBV”) of $2.5 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 March 31, 2024 increased by 126% to $264 million, compared to the same period in the prior year, driven by our revenue growth, increased interest income, and discipline in managing our cost structure.
Adjusted EBITDA1 for the three months ended March 31, 2024 increased 62% to $424 million, compared to the same period in the prior year, demonstrating the continued strength of our business, a modest increase in ADR, and discipline in managing our cost structure.
Our net cash provided by operating activities was $1.9 billion for the three months ended March 31, 2024, compared to $1.6 billion, in the same period in the prior year. We generated Free Cash Flow1 of $1.9 billion for the three months ended March 31, 2024, compared to $1.6 billion, in the same period in the prior year. The increase was primarily driven by growth in net income, and accrued expenses and other liabilities.
During the three months ended March 31, 2024, we repurchased 4.7 million shares of Class A common stock for $750 million, leaving $6.0 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.
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
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.
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 March 31, 2024, we had 132.6 million Nights and Experiences Booked, a 9.5% increase from 121.1 million for the same period in the prior year. The increase was driven by growth across all regions, with the strongest growth 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 March 31, 2024, our GBV was $22.9 billion, a 12% increase from $20.4 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 in Latin America and Asia Pacific.
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. | ||||||
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):
| Three Months Ended March 31, | |||||||||||||||||
| 2023 | 2024 | ||||||||||||||||
| Net income | $ | 117 | $ | 264 | |||||||||||||
| Net income as a percentage of revenue | 6 | % | 12 | % | |||||||||||||
| Adjusted EBITDA | $ | 262 | $ | 424 | |||||||||||||
| Adjusted EBITDA as a percentage of revenue | 14 | % | 20 | % | |||||||||||||
| Net cash provided by operating activities | $ | 1,587 | $ | 1,923 | |||||||||||||
| Net cash provided by operating activities as a percentage of revenue | 87 | % | 90 | % | |||||||||||||
| Free Cash Flow | $ | 1,581 | $ | 1,909 | |||||||||||||
| Free Cash Flow as a percentage of revenue | 87 | % | 89 | % |
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 March 31, | |||||||||||||||||
| 2023 | 2024 | ||||||||||||||||
| Revenue | $ | 1,818 | $ | 2,142 | |||||||||||||
| Net income | $ | 117 | $ | 264 | |||||||||||||
| Adjusted to exclude the following: | |||||||||||||||||
| Provision for income taxes | 13 | 29 | |||||||||||||||
| Other expense, net | 11 | 10 | |||||||||||||||
| Interest income | (146) | (202) | |||||||||||||||
| Depreciation and amortization | 11 | 14 | |||||||||||||||
| Stock-based compensation expense(1) | 240 | 295 | |||||||||||||||
| Acquisition-related impacts | 12 | 6 | |||||||||||||||
| Lodging tax reserves and reserves for host withholding taxes | 4 | 8 | |||||||||||||||
| Adjusted EBITDA | $ | 262 | $ | 424 | |||||||||||||
| Adjusted EBITDA as a percentage of revenue | 14 | % | 20 | % |
(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 $162 million to $424 million and Adjusted EBITDA Margin increased from 14% to 20% for the three months ended March 31, 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, a modest increase in ADR, and discipline in managing our cost structure.
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 March 31, | |||||||||||||||||
| 2023 | 2024 | ||||||||||||||||
| Revenue | $ | 1,818 | $ | 2,142 | |||||||||||||
| Net cash provided by operating activities | $ | 1,587 | $ | 1,923 | |||||||||||||
| Purchases of property and equipment | (6) | (14) | |||||||||||||||
| Free Cash Flow | $ | 1,581 | $ | 1,909 | |||||||||||||
| Free Cash Flow as a percentage of revenue | 87 | % | 89 | % | |||||||||||||
| Other cash flow components: | |||||||||||||||||
| Net cash used in investing activities | $ | (183) | $ | (84) | |||||||||||||
| Net cash provided by financing activities | $ | 2,286 | $ | 2,134 |
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 months ended March 31, 2024, compared to the same period in the prior year, was primarily driven by growth in net income, 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.
Results of Operations
The following table sets forth our results of operations for the periods presented (in millions):
| Three Months Ended March 31, | |||||||||||||||||
| 2023 | 2024 | ||||||||||||||||
| Revenue | $ | 1,818 | $ | 2,142 | |||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 428 | 480 | |||||||||||||||
| Operations and support(1) | 282 | 285 | |||||||||||||||
| Product development(1) | 420 | 475 | |||||||||||||||
| Sales and marketing(1) | 450 | 514 | |||||||||||||||
| General and administrative(1) | 243 | 287 | |||||||||||||||
| Total costs and expenses | 1,823 | 2,041 | |||||||||||||||
| Income (loss) from operations | (5) | 101 | |||||||||||||||
| Interest income | 146 | 202 | |||||||||||||||
| Other expense, net | (11) | (10) | |||||||||||||||
| Income before income taxes | 130 | 293 | |||||||||||||||
| Provision for income taxes | 13 | 29 | |||||||||||||||
| Net income | $ | 117 | $ | 264 |
(1)Includes stock-based compensation expense as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||
| 2023 | 2024 | ||||||||||||||||
| Operations and support | $ | 15 | $ | 19 | |||||||||||||
| Product development | 149 | 185 | |||||||||||||||
| Sales and marketing | 28 | 35 | |||||||||||||||
| General and administrative | 48 | 56 | |||||||||||||||
| Stock-based compensation expense | $ | 240 | $ | 295 |
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 March 31, | |||||||||||||||||
| 2023 | 2024 | ||||||||||||||||
| Revenue | 100 | % | 100 | % | |||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 24 | 22 | |||||||||||||||
| Operations and support | 15 | 14 | |||||||||||||||
| Product development | 23 | 22 | |||||||||||||||
| Sales and marketing | 25 | 24 | |||||||||||||||
| General and administrative | 13 | 13 | |||||||||||||||
| Total costs and expenses | 100 | 95 | |||||||||||||||
| Income (loss) from operations | — | 5 | |||||||||||||||
| Interest income | 7 | 9 | |||||||||||||||
| Other expense, net | — | (1) | |||||||||||||||
| Income before income taxes | 7 | 13 | |||||||||||||||
| Provision for income taxes | 1 | 1 | |||||||||||||||
| Net income | 6 | % | 12 | % |
Comparison of the Three Months Ended March 31, 2024 with the Same Period in 2023
Revenue
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Revenue | $ | 1,818 | $ | 2,142 | 18 | % |
Revenue increased $324 million, or 18%, for the three months ended March 31, 2024, compared to the same period in the prior year, primarily due to a 9.5% increase in Nights and Experiences Booked driving a 12% increase in GBV, a modest increase in ADR, and the shift in timing of Easter from the second quarter of 2023 to the first quarter of 2024.
Cost of Revenue
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Cost of revenue | $ | 428 | $ | 480 | 12 | % | |||||||||||||||||
| Percentage of revenue | 24 | % | 22 | % |
Cost of revenue increased $52 million, or 12%, for the three months ended March 31, 2024, compared to the same period in the prior year, primarily due to an increase in merchant fees of $56 million, largely due to an increase in pay-in volumes, and an increase in cloud computing costs of $8 million, due to increased server and data storage usage. These increases were partially offset by a reduction in chargebacks of $13 million.
Operations and Support
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Operations and support | $ | 282 | $ | 285 | 1 | % | |||||||||||||||||
| Percentage of revenue | 15 | % | 14 | % |
Operations and support expense was relatively flat compared to the same period in the prior year.
Product Development
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Product development | $ | 420 | $ | 475 | 13 | % | |||||||||||||||||
| Percentage of revenue | 23 | % | 22 | % |
Product development expense increased $55 million, or 13%, for the three months ended March 31, 2024, compared to the same period in the prior year, primarily due to a $51 million increase in payroll-related expenses due to growth in headcount and increased compensation costs.
Sales and Marketing
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Brand and performance marketing | $ | 307 | $ | 370 | 21 | % | |||||||||||||||||
| Field operations and policy | 143 | 144 | 1 | % | |||||||||||||||||||
| Total sales and marketing | $ | 450 | $ | 514 | 14 | % | |||||||||||||||||
| Percentage of revenue | 25 | % | 24 | % |
Sales and marketing expense increased $64 million, or 14%, for the three months ended March 31, 2024, compared to the same period in the prior year. The increase was primarily due to a $60 million increase in marketing activities associated with ongoing marketing campaigns, and search engine marketing.
General and Administrative
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| General and administrative | $ | 243 | $ | 287 | 18 | % | |||||||||||||||||
| Percentage of revenue | 13 | % | 13 | % |
General and administrative expense increased $44 million, or 18%, for the three months ended March 31, 2024, compared to the same period in the prior year, primarily due to a $21 million increase in non-income taxes and a $15 million increase in non-recurring employee taxes.
Interest Income
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Interest income | $ | 146 | $ | 202 | 38 | % | |||||||||||||||||
Interest income increased $56 million, or 38%, for the three months ended March 31, 2024, compared to the same period in the prior year, primarily due to higher cash and investment balances and higher interest rates.
Other Expense, Net
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Other expense, net | $ | (11) | $ | (10) | (9) | % | |||||||||||||||||
Other expense, net was relatively flat compared to the same period in the prior year.
Provision for Income Taxes
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2024 | % Change | |||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Provision for income taxes | $ | 13 | $ | 29 | 123 | % |
The provision for income taxes increased primarily due to increased profitability, 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 accrual of interest on certain uncertain tax positions, partially offset by the income tax benefit from excess tax benefits on stock-based compensation arising during the quarter.
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 months ended March 31, 2024. We will continue to evaluate the impact of these tax law changes on future reporting periods.
Liquidity and Capital Resources
Sources and Conditions of Liquidity
As of March 31, 2024, our principal sources of liquidity were cash, cash equivalents and short-term investments totaling $11.1 billion. As of March 31, 2024, cash and cash equivalents totaled $7.8 billion, which included $2.2 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 March 31, 2024, short-term investments totaled $3.3 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 $8.7 billion as of March 31, 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 March 31, 2024, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $25 million.
Material Cash Requirements
As of March 31, 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 months ended March 31, 2024, we repurchased an aggregate of 4.7 million shares of Class A common stock for $750 million through our share repurchase programs. As of March 31, 2024, we had $6.0 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):
| Three Months Ended March 31, | ||||||||
| 2023 | 2024 | |||||||
| Net cash provided by operating activities | $ | 1,587 | $ | 1,923 | ||||
| Net cash used in investing activities | (183) | (84) | ||||||
| Net cash provided by financing activities | 2,286 | 2,134 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 79 | (111) | ||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 3,769 | $ | 3,862 |
Net cash provided by operating activities for the three months ended March 31, 2024 was $1.9 billion, which was primarily due to net income of $264 million, additional cash provided by a $1.0 billion increase in unearned fees resulting from growth in bookings, and accrued expenses and other liabilities of $325 million. Additionally, we had adjustments for non-cash charges, primarily consisting of $295 million of stock-based compensation expense.
Net cash used in investing activities for the three months ended March 31, 2024 was $84 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 three months ended March 31, 2024 was $2.1 billion, primarily due to a decrease in funds payable and amounts payable to customers of $3.0 billion, partially offset by share repurchases of $750 million and an increase in taxes paid related to net share settlement of equity awards of $155 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 three months ended March 31, 2024, we recorded a decrease of $111 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.
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 months ended March 31, 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 March 31, 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 March 31, 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.
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 March 31, 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) | ||||||||||
| January 1 - 31 | — | $ | — | — | $ | 750 | ||||||||
| February 1 - 29 | 1.2 | $ | 150.25 | 1.2 | $ | 6,570 | ||||||||
| March 1 - 31 | 3.5 | $ | 162.87 | 3.5 | $ | 6,000 | ||||||||
| Total | 4.7 | $ | 159.65 | 4.7 |
(1)Includes broker commissions.
(2)On May 9, 2023 and February 13, 2024, we announced that our board of directors approved share repurchase programs with authorization to purchase up to $2.5 billion and $6.0 billion of our Class A common stock, respectively, at management’s discretion. The Company has repurchased the full amount of shares authorized for repurchase under the May 2023 repurchase program. The share repurchase programs do not have an expiration date, do 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.
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 March 31, 2024:
| Name and Title of Director or Officer | Action | Date | Expiration Date | Maximum Number of Shares to be Sold Under the Plan | ||||||||||
| David Bernstein, Chief Accounting Officer | Adopt | 2/22/2024 | 1/27/2025 | 41,000 | ||||||||||
| Brian Chesky, Chief Executive Officer and Director | Adopt | 2/28/2024 | 11/11/2024 | 1,146,000 | ||||||||||
| Joseph Gebbia, Director | Adopt | 2/29/2024 | 10/31/2024 | 1,322,523 |
There were no “non-Rule 10b5-1 trading arrangements,” as defined in Item 408(c) of Regulation S-K, adopted, terminated, or modified by our directors or officers during the three months ended March 31, 2024.
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
*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.
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: May 8, 2024 | Brian Chesky Chief Executive Officer (Principal Executive Officer) |
| By: | /s/ Elinor Mertz | |||||||
| Date: May 8, 2024 | Elinor Mertz Chief Financial Officer (Principal Financial Officer) |