愛彼迎Airbnb, Inc. (ABNB) 2021年10-K年度報告「NASDAQ」.pdf

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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_FORM 10-K_(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2021ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES E

2、XCHANGE ACT OF 1934For the transition period from_ to _Commission File Number:001-39778_Airbnb,Inc.(Exact Name of Registrant as Specified in Its Charter)_Delaware26-3051428(State or Other Jurisdiction of Incorporation or Organization)(I.R.S.Employer Identification No.)888 Brannan StreetSan Francisco

3、,California 94103(Address of Principal Executive Offices)(Zip Code)(415)510-4027(Registrants Telephone Number,Including Area Code)_Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredClass A common stock,par value$0.0

4、001 per shareABNBThe Nasdaq Stock MarketSecurities registered pursuant to Section 12(g)of the Act:None_Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports

5、 pursuant to Section 13 or Section 15(d)of the Exchange Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months(or for such shorter period that the registrant was

6、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

7、)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 growthcompany.Se

8、e 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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indica

9、te by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to it

10、s managements assessment of the effectiveness of its internal control over financialreporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is a shell compa

11、ny(as defined in Rule 12b-2 of the Exchange Act).Yes No As of June 30,2021,the aggregate market value of the Class A common stock held by non-affiliates of the registrant was approximately$50.3 billion based upon the closingprice reported for such date on the NASDAQ Global Select Market.As of Februa

12、ry 10,2022,371,167,573 shares of the registrants Class A common stock were outstanding,262,505,367 shares of the registrants Class B common stock wereoutstanding,no shares of the registrants Class C common stock were outstanding,and 9,200,000 shares of the registrants Class H common stock were outst

13、anding._DOCUMENTS INCORPORATED BY REFERENCEThe information required by Part III of this Report,to the extent not set forth herein,is incorporated herein by reference from the registrants definitive proxy statement relatingto the Annual Meeting of Shareholders to be held in 2022,which definitive prox

14、y statement shall be filed with the Securities and Exchange Commission within 120 days afterthe end of the fiscal year to which this Report relates.Table of ContentsAIRBNB,INC.TABLE OF CONTENTSPageSpecial Note Regarding Forward-Looking Statements1Risk Factors Summary2PART IItem 1.Business3Item 1A.Ri

15、sk Factors11Item 1B.Unresolved Staff Comments51Item 2.Properties51Item 3.Legal Proceedings51Item 4.Mine Safety Disclosures51PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities52Item 6.Reserved53Item 7.Managements Discussion and Ana

16、lysis of Financial Condition and Results of Operations53Item 7A.Quantitative and Qualitative Disclosures About Market Risk69Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure113Item 9A.Controls and Procedure

17、s113Item 9B.Other Information113Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections113PART IIIItem 10.Directors,Executive Officers and Corporate Governance114Item 11.Executive Compensation114Item 12.Security Ownership of Certain Beneficial Owners and Management and Related St

18、ockholder Matters114Item 13.Certain Relationships and Related Transactions,and Director Independence114Item 14.Principal Accountant Fees and Services114PART IVItem 15.Exhibit and Financial Statement Schedules115Item 16.Form 10-K Summary115Exhibit Index115Signatures118Table of ContentsSpecial Note Re

19、garding Forward-Looking StatementsThis Annual Report on Form 10-K contains forward-looking statements,within the meaning of the Private Securities Litigation Reform Act of 1995,about us and our industrythat involve substantial risks and uncertainties.All statements other than statements of historica

20、l facts contained in this Annual Report on Form 10-K,including statementsregarding 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-looki

21、ng 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 ofthese words or other similar terms

22、 or expressions that concern our expectations,strategy,plans,or intentions.Forward-looking statements contained in this Annual Report onForm 10-K include,but are not limited to,statements about:the effects of the COVID-19 pandemic,including as a result of new strains or variants of the virus,on our

23、business,the travel industry,travel trends,and the globaleconomy generally;our expectations regarding our financial performance,including our revenue,costs,Adjusted EBITDA,and Free Cash Flow;our expectations regarding future operating performance,including Nights and Experiences Booked,Gross Booking

24、 Value(“GBV”),and GBV per Night and ExperienceBooked;our ability to attract and retain Hosts and guests;our ability to 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

25、-term stays;the effects of seasonal trends on our results of operations;our expectations regarding the impact of the reduction in performance marketing spend to focus on brand marketing,and our ability to continue to attract guests andHosts to our platform through direct and unpaid channels;our abil

26、ity to effectively manage our exposure to fluctuations in foreign currency exchange rates;the increased expenses associated with being a public company;anticipated trends,developments,and challenges in our industry,business,and the highly competitive markets in which we operate;our ability to antici

27、pate 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;our ability to stay in compliance with laws and regulations,including tax laws,that currently apply or may become applicable to our bu

28、siness both in the United Statesand internationally and our expectations regarding various laws and restrictions that relate to our business;our expectations regarding our income tax liabilities and the adequacy of our reserves;our ability to effectively manage our growth and expand our infrastructu

29、re and maintain our corporate culture;our ability to identify,recruit,and retain skilled personnel,including key members of senior management;the safety,affordability,and convenience of our platform and our offerings;our ability to successfully defend litigation brought against us;the sufficiency of

30、 our cash,cash equivalents,and investments to meet our liquidity needs;our ability to maintain,protect,and enhance our intellectual property;our ability to make required payments under our credit agreement and to comply with the various requirements of our indebtedness;human capital management,inclu

31、ding our diversity and belonging initiatives and commitments;environmental,social,and governance matters,including our Net Zero emissions and climate-related initiatives and commitments;and our plan to make distributions to our Host Endowment Fund.We caution you that the foregoing list does not cont

32、ain all of the forward-looking statements made in this Annual Report on Form 10-K.You should not rely upon forward-looking statements as predictions of future events.We have based the forward-looking statements contained in this Annual Report on Form10-K primarily on our current expectations,estimat

33、es,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 Annual Report on Form 10-K,wecannot gua

34、rantee 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 described

35、 in the section titled“Risk Factors”andelsewhere in this Annual Report on Form 10-K.Moreover,we operate in a very competitive and rapidly changing environment.New risks and uncertainties emerge from time totime,and it is not possible for us to predict all risks and uncertainties that could have an i

36、mpact on the forward-looking statements contained in this Annual Report on Form 10-K.The results,events,and circumstances reflected in the forward-looking statements may not be achieved or occur,and actual results,events,or circumstances could differmaterially from those described in the forward-loo

37、king statements.The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made available.We undertake noobligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circu

38、mstances after the date of this Annual Report on Form10-K 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 expectationsdisclosed in our forward-looking statements,and you should not place undue relia

39、nce on our forward-looking statements.Our forward-looking statements do not reflect thepotential 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 rele

40、vant subject.These statements are based upon information availableto us as of the date of this Annual Report on Form 10-K,and while we believe such information forms a reasonable basis for such statements,such information may be limitedor incomplete,and our statements should not be read to indicate

41、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.1Table of ContentsYou should read this Annual Report on Form 10-K and the documents t

42、hat we reference in this Annual Report on Form 10-K and have filed as exhibits to this Annual Report onForm 10-K,completely and with the understanding that our actual future results may be materially different from what we expect.We qualify all of the forward-lookingstatements in this Annual Report

43、on Form 10-K by these cautionary statements.Risk Factors SummaryThe following is a summary of the principal risks that could materially adversely affect our business,results of operations,and financial condition,all of which are more fullydescribed in the section titled“Risk Factors.”This summary sh

44、ould be read in conjunction with the“Risk Factors”section and should not be relied upon as an exhaustivesummary of the material risks facing our business.The COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and may continue to materiall

45、y adverselyimpact our business,results of operations,and financial condition.We have incurred net losses in each year since inception,and we may not be able to achieve or sustain profitability.Our revenue growth rate has slowed over time,and we expect it to continue to slow in the future.If we fail

46、to retain existing Hosts or add new Hosts,or if Hosts fail to provide high-quality stays and experiences,our business,results of operations,and financialcondition would be materially adversely affected.If we fail to retain existing guests or add new guests,our business,results of operations,and fina

47、ncial condition would be materially adversely affected.Any further and continued decline or disruption in the travel and hospitality industries or economic downturn would materially adversely affect our business,results ofoperations,and financial condition.The business and industry in which we parti

48、cipate are highly competitive,and we may be unable to compete successfully with our current or future competitors.Laws,regulations,and rules that affect the short-term rental and home sharing business may limit the ability or willingness of Hosts to share their spaces over ourplatform and expose our

49、 Hosts or us to significant penalties,which could have a material adverse effect on our business,results of operations,and financialcondition.We are subject to a wide variety of complex,evolving,and sometimes inconsistent and ambiguous laws and regulations that may adversely impact our operationsand

50、 discourage Hosts and guests from using our platform,and that could cause us to incur significant liabilities including fines and criminal penalties,which couldhave a material adverse effect on our business,results of operations,and financial condition.Maintaining and enhancing our brand and reputat

51、ion is critical to our growth,and negative publicity could damage our brand and thereby harm our ability to competeeffectively,and could materially adversely affect our business,results of operations,and financial condition.The multi-series structure of our common stock has the effect of concentrati

52、ng voting control with certain holders of our common stock,including our directors,executive officers,and 5%stockholders and their respective affiliates,who beneficially owned in the aggregate 40.5%of our outstanding capital stock but hold in theaggregate 86.3%of the voting power of our capital stoc

53、k as of December 31,2021.This ownership will limit or preclude other stockholders ability to influencecorporate matters,including the election of directors,amendments of our organizational documents,and any merger,consolidation,sale of all or substantially all ofour assets,or other major corporate t

54、ransaction requiring stockholder approval.We may have exposure to greater than anticipated income tax liabilities.In December 2020,we received a Notice of Proposed Adjustment(“NOPA”)from the IRS forthe 2013 tax year proposing an increase to our U.S.taxable income that could result in additional inco

55、me tax expense and cash tax liability of$1.3 billion,pluspenalties and interest,which exceeds our current reserve recorded in our consolidated financial statements by more than$1.0 billion.In February 2021,wesubmitted a protest to the IRS describing our disagreement with the proposed agreement and r

56、equesting the case to be transferred to IRS Independent Office ofAppeals.In December 2021,we received a rebuttal from the IRS with the same proposed adjustments that were in the NOPA.2Table of ContentsPART IItem 1.BusinessOverviewWe are a community based on connection and belonginga community that w

57、as born in 2007 when two Hosts welcomed three guests to their San Francisco home,and hassince grown to over 4 million Hosts who have welcomed over 1 billion guest arrivals to over 100,000 cities and towns in almost every country and region across the globe with85%of Hosts located outside of the Unit

58、ed States.Hosts on Airbnb are everyday people who share their worlds to provide guests with the feeling of connection and being athome.We strive to connect people and places.Airbnb has five stakeholders and is designed with all of them in mind.Along with employees and shareholders,we serve Hosts,gue

59、sts,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.Hosting is at the CenterOur Hosts are the foundation of our community and business.Stays are made possible by Hosts.

60、It is their individuality that makes Airbnb unique.From schoolteachers toartists,our Hosts span more than 220 countries and regions.We enable Hosts to provide guests access to a vast world of unique homes and experiences that were previously inaccessible,or even undiscovered.The role of the Host isa

61、bout more than opening their door.A great Host enables guests to find a deeper connection to the places they visit and the people who live there.Our community of Hosts started by sharing their spare bedrooms on Airbnb in a few large cities.Soon,Hosts listed entire homes,cabins,treehouses,boats,castl

62、es,and luxuryvillas practically any space that you could think of in big cities,small towns,and rural communities in nearly every corner of the world.Our Hosts generally fall into twocategories:individual and professional.Individual Hosts are those who activate their listings directly on Airbnb thro

63、ugh our website or mobile apps.Individual Hosts are thecore of our Host community.They come from all walks of life and list their spaces,including private rooms,primary homes,or vacation homes on Airbnb.Professional Hostsare often those who run property management or hospitality businesses and gener

64、ally use application programming interfaces to list their properties on our platform.TheseHosts expand the types of listings available to our guests.Once there were millions of homes on Airbnb,we recognized that Hosts could share not only their homes but also their interests and talents.From explori

65、ng graffiti art in NewYork City to finding hidden jazz clubs in London,Airbnb Experiences offer authentic activities in over 5,000 cities around the world.We believe that we have just scratched the surface of the opportunities that hosting provides.There are many more ways people will want to connec

66、t with each other and theworld around them,and so we will continue to design and enable new ways to host.No matter what form it takes,hosting will be at the center of Airbnb.Host Endowment FundIn October 2020,we established a Host Endowment Fund that is designed to allow Hosts to share in the succes

67、s of our business.The Host Endowment Fund was funded with9.2 million shares of our Class H common stock and is intended to be a long-term investment in the future of the Host community,to be shaped by Hosts for Hosts.The goal ofthe Host Endowment Fund is to support and benefit the Host community thr

68、ough a variety of potential programs,initiatives,and grants.We want Hosts to share in our success,not merely for a single moment in time,but for as long as Airbnb exists in the world.In December 2020,we launched the Airbnb Host Advisory Board.The 2021 Host Advisory Board comprised 18 Hosts from 15 c

69、ountries.The Host Advisory Board is intendedto give voices to Hosts to help present ideas,inform Airbnb policies,and shape investments in the Host community from the Host Endowment Fund.Guests are Members of Our CommunityOur Hosts have welcomed more than one billion guest arrivals through Airbnb.Gue

70、st arrivals represent an individual and all co-travelers included on a reservation for a stay forcompleted check-ins during a given period.Our guests are not transactions they are engaged,contributing members of our community.From young people to retirees,ourguests come from a range of cultures and

71、places.They seek everything from budget stays to luxury accommodations in large cities to remote villages.What they often have incommon is a curiosity about the world and open-mindedness to other people and cultures.While Airbnb is popular across people of all ages,we are particularly strong withyou

72、nger travelers:as of December 31,2021,the majority of our guests who have ever made a booking on Airbnb were between the ages of 18 and 34.We are seeing threefundamental shifts in travel as people become less tethered from the need to be in an office and more flexible;people can travel anytime,they

73、are traveling to more places andthey are staying longer as the lines between travel,living and working are blurring.Once they become a part of Airbnb,guests actively participate in our community,many return regularly to our platform to book again,and recommend Airbnb to others whothen join themselve

74、s.This demand encourages new Hosts to join,which in turn attracts even more guests.It is a virtuous cycle guests attract Hosts,and Hosts attractguests.3Table of ContentsA Resilient ModelWhile COVID-19,including new strains of variants,continues to disrupt travel across the world,we have seen continu

75、ed resiliency in not only our guests travel behavior,but inour business model and its ability to adapt to the changing needs of our guests.In early 2020,as COVID-19 disrupted travel across the world,Airbnbs business declinedsignificantly.But within two months,our business model started to rebound ev

76、en with limited international travel,demonstrating its resilience.People wanted to get out of theirhomes and yearned to travel,but they did not want to go far or to be in crowded hotel lobbies.Domestic travel quickly rebounded on Airbnb around the world as millions ofguests took trips closer to home

77、.Stays of longer than a few days started increasing as work-from-home became work-from-any-home on Airbnb.We believe that the linesbetween travel and living are blurring,and the global pandemic has accelerated the ability to live anywhere.Our platform is suited to and has proven adaptable to serve t

78、hesenew ways of traveling.From long weekends to monthly stays,Airbnb allows you to book any home,anywhere,for any durationand ultimately,to live and work anywhere onAirbnb.We believe this trend towards more flexibility will only accelerate.In 2021,some of the largest companies in the world announced

79、 increased flexibility for employees towork remotely,and we expect more companies to follow their lead.Our Long-Term Growth StrategyOur strategy is to continue to invest in our key strengths:Unlock more hosting.In order to have enough selection for guests booking on our platform,we will continue to

80、invest in growing the size and quality of our Hostcommunity.We plan to attract more Hosts globally and expand use cases such as long-term stays of 28 days or more.We will support emerging travel trends,such aslocal travel and remote working,and design new ways to host.Finally,we will continue to inc

81、rease the support we provide our Hosts to deliver high-quality stays andexperiences for guests.We plan to design new tools and services and to offer comprehensive Host education,partnering with Hosts to teach the art and science ofgreat hosting.We believe that we have just scratched the surface of t

82、he opportunities that hosting can provide.Grow and engage our guest community.We intend to attract new guests to Airbnb and convert more of them into brand advocates.We will continue to focus onengaging our existing guests to return to book and to use Airbnb with more frequency.With new behaviors de

83、veloped during the COVID-19 pandemic,we believe theway that people approach work,living,and travel have fundamentally changed.We believe there will be further opportunities to create products based on these newbehaviors and attract more guests to our platform.Finally,we plan to develop new ways for

84、our guests to connect with each other and to contribute back to Airbnb.Invest in our brand.We intend to continue to invest more deeply in our brand,including the expansion of our Made possible by Hosts campaign,to educate new Hostsand guests on the benefits of Airbnb and the uniqueness of our offeri

85、ng.We also intend to leverage our brand by creating a cohesive and integrated marketing strategypunctuated by product launches,such as those announced in May and November of 2021,that introduce new features to our community and prospective Hosts andguests.Expand our global network.We plan to expand

86、our global network and partner with communities to update laws and regulations for short-term rentals to allow moreHosts to participate.As we attract more Hosts,even more guests are likely to come to Airbnb,attracting even more Hosts.Innovate on our platform.We will continue to innovate both the onl

87、ine and in-person experiences for our Hosts and our guests.Our innovations will be focused onimproving our Host and guest experiences,making Airbnb more accessible and appealing for new Hosts and guests and driving increased engagement and loyalty withour existing community.For example,we have desig

88、ned over150 upgrades to our platform throughout 2021 to improve every aspect of the Airbnb experience.We made it easier for anyone to become a Host,added new featuresthat gave guests more flexibility when planning their travel,and made it even easier to host and support the ongoing travel revolution

89、.Design new products and offerings.We will continue to design new opportunities for connection.As the world continues to change,we will continue to bring togethernew technologies with our design expertise to expand possibilities for our Hosts and offer new experiences for our guests.We will continue

90、 to increase the capabilitiesof our website and mobile apps while bringing an innovative approach to designing Host and guest interfaces in our products.Our Strategy for Adapting to COVID-19Many of our Hosts have been severely impacted by COVID-19,with increased cancellations and a drop in bookings,

91、particularly in 2020.Despite the impact of COVID-19,active listings increased 6%to 6.0 million as of December 31,2021,as compared to 5.6 million at the end of 2020.We count the number of Hosts on our platform based on thenumber of users with available listings,defined as accommodations and experienc

92、es that are viewable on a certain date on our platform(excluding Hotel Tonight),as of acertain date and we consider a listing of a home or an experience to be an“active listing”if it is viewable on Airbnb and has been previously booked at least once on Airbnb(excluding Hotel Tonight).In addition,man

93、y of our guests have been unable to travel during the COVID-19 pandemic.However,with increased vaccination rates and certaintravel restrictions lifted in 2021,we have seen the world undergo a revolution in how guests live and travel.The pandemic suddenly untethered many people from the need towork i

94、n specific places at specific times and now,many guests can work from anywhere,travel any time,and stay longer.Since the pandemic started in 2020 and throughout2021,we have seen guests turn to Airbnb for new use cases,such as living closer to family,living nomadically,and working remotely.We believe

95、 that the COVID-19 pandemic reinforced that travel is an enduring human desire,even in the face of challenges.While we continue to see the positive effect oftravel restrictions being lifted,particularly on cross-border travel,people have increasingly sought travel options closer to home during COVID

96、-19,and Airbnbs offerings arewell suited to adapt to this changing dynamic.We offer all types of accommodations,allowing guests to find spaces suited to their individual needs under thesecircumstances.We have worked closely with4Table of Contentsour Hosts,guests,and communities to prioritize and sup

97、port safe and responsible travel during these challenging times and have adapted our offerings for changing trends intravel and experiences.Specifically,based on the increase in domestic and short-distance travel,we updated our website and mobile apps to actively promote available local and non-urba

98、n stays soguests can find something that fits their unique needs for location and desired length of time.In early 2021,we introduced Im Flexible,a whole new way to search on Airbnbwhen guests are flexible about when or where they travel.Consequently,we have seen hundreds of millions of searches usin

99、g Im Flexible.Our PlatformOur Platform for HostsHosts have a variety of needs,and we are focused on designing solutions to serve them.We built our platform to seamlessly onboard new Hosts,especially those whopreviously had not considered hosting,and further simplified the sign-up process for Hosts i

100、n 2021.We partner with Hosts throughout the process of setting up their listing andprovide them with a robust suite of tools to successfully manage their listings,including scheduling,merchandising,integrated payments,community support,Host protections,pricing recommendations,and feedback from revie

101、ws.We offer top-to-bottom protection for our Hosts through AirCover,which includes,but is not limited to,property damageprotection of up to$1 million for every listing,liability coverage to Hosts of up to$1 million per occurrence in the event of third-party claims of personal injury or propertydamag

102、e,deep cleaning protection,and pet damage protection.We are constantly innovating our platform to deliver new tools and services to make hosting easier andempower Hosts to earn income doing what they love.Our Platform for GuestsOur website and mobile apps provide our guests with an engaging way to e

103、xplore a wide variety of unique homes and experiences and an easy way to book them.To bettermeet the needs of our guests,in 2021,we launched a whole new way to search on Airbnb when guests are flexible about when or where they travel with Im Flexible.Whichever way our guests search,our homepage show

104、cases inspiring,browsable content that highlights the products range and shows off the best of our inventory.Thelisting for each stay or experience tells potential guests everything they need to know through photos,reviews from past guests,and detailed descriptions.At checkout,guestscan review trip

105、details and pay all on one simplified screen.Everything a guest needs to know before,during,or after their trip is stored on one clear,easy-to-follow page.Weenable customizable wishlists for guests in the planning stage of travel,in-app guest-to-Host messaging before,during,and after a trip,and an e

106、asy way to leave reviews thatcontribute back to the Airbnb community.Our System of TrustOne of our core innovations has been the design of a system that allows millions of strangers to trust one another.Hosts and guests have the ability to communicate beforebooking,pay through our secure payments pl

107、atform,and post reviews after their stays or experiences.Our trust team works to help protect our community by deploying riskscoring,fraud detection,screening,verification,and other technologies and processes that vary depending on the region.Our trained safety agents are available should ourHosts a

108、nd guests need to reach us.We offer additional support to our community through AirCover,which includes,but is not limited to,our Host Damage Protection program,which protects Hosts against property damage of up to$1 million,and our Host Liability Insurance and Experiences Liability Insurance,which

109、provide liability insurance of up to$1 million to protect our Hosts against qualifying third-party claims for personal injury or property damage.Through our trust innovations,our goal is to help make Airbnb staysand experiences safe for Hosts,guests,and communities.The system for trust that we have

110、designed includes the following components:Host and guest reviews,secure messaging and account protection,risk scoring,securepayments,watchlist and background checks in certain jurisdictions,cleanliness,fraud and scam prevention,insurance and protections,booking restrictions,an urgent safetyline,24/

111、7 neighborhood support line,and a guest refund policy.In addition to these components,we have new initiatives in the pipeline and will continue to create additional features to strengthen the trust and safety on our platform.Designing for trust has been a core principle from the very beginning,and a

112、s we innovate new ways for strangers to trust one another,we make it possible for moreconnections to be made.Our TechnologyOur technology platform powers our two-sided marketplace and enables our global network of Hosts and guests.As of December 31,2021,we had 1,675 engineers within ourproduct devel

113、opment organization.Given the nature of the business,our technology platform has broad and complex requirements:Our core platform supports global payment capabilities;multilingual,real-time,community safety and support;city-specific regulatory support;and sophisticated anti-fraud and anti-money-laun

114、dering measures.It delivers deep business intelligence insights to manage our marketplace,including pricing insights and occupancy optimization for our Hosts.It incorporates sophisticated machine learning to power key areas,from fraud detection,to enabling customized and real-time community support.

115、We operate a microservices architecture and are evolving our foundational components to enable us to move rapidly in response to evolving customer needs withoutsacrificing correctness or stability.As we continue to evolve our foundational technology we are focused on the following broad capabilities

116、:Data management systems that continue to support user privacy,analytics,machine learning,and business insights.5Table of Contents Service reliability leading to best-in-class performance centered on availability,latency,disaster recovery and business continuity,security,testability,observability,op

117、erability,and agility.Cloud support focusing on robust capabilities for granular attribution and usage patterns to realize efficiency gains.We currently rely primarily on Amazon Web Servicesto provide cloud computing services.These continued technology investments aim to ensure we have a robust plat

118、form that allows us to more quickly adapt to the needs of our Hosts and guests around the worldand increase the productivity of our product development organization.Our MarketingOur marketing strategy includes brand marketing,communications,and performance marketing.Brand marketing increases awarene

119、ss among potential Hosts and guests,helping them understand the benefits of hosting and booking stays and experiences and what makes these stays and experiences distinctly Airbnb.Our communications teamworks across press,policy,and influencers to share timely and important news about Airbnb.They als

120、o oversee the execution of a global consumer,product,corporate,andpolicy-communications plan that supports our brand strategy and generates considerable press and social media coverage.While performance marketing drives additionaltraffic from high-intent prospective guests,the strength of the Airbnb

121、 brand and our communications strategy allows us to be less reliant on performance marketing.Human CapitalOur EmployeesWe consider the management of our global talent to be essential to the ongoing success of our business.As of December 31,2021,we had 6,132 employees in 27 citiesaround the world.As

122、of December 31,2021,we relied on a network of approximately 8,700 third-party partners that are spread across 23 sites,and individuals who work from home around theworld to handle the vast majority of our community support contacts.Our internal community support employees are comprised of operations

123、 teams who handle complex andsensitive issues and enablement teams who support all community-facing teams,including our partners.We are proud of our approach to working with partners and our deeprelationships with them.Attracting,recruiting,developing,and retaining diverse talent enables us to provi

124、de our Hosts and guests with innovative products and services as well as serve our otherstakeholders.We are focused on supporting our employees across the full employee lifecycle from recruitment to onboarding to ongoing development,and have implementedprograms designed to promote their total wellne

125、ss,particularly during difficult times such as the COVID-19 pandemic.For example,we continue to prioritize flexibility for ouremployees that incorporate compassion and understanding for the issues that many are facing as a result of the COVID-19 pandemic.We continue to explore flexible ways ofworkin

126、g that can be adopted for the long term,well beyond the COVID-19 pandemic,and in April 2021,we announced that we would extend the option to work from homethrough September 1,2022.This extension applies globally and across functions,with the exception of China,which operates under its own guidelines.

127、Our CultureThe most defining part of working at Airbnb is our culture.Our culture is optimistic,with people who are passionate about our mission,caring about others,and curious aboutthe world.We took the unique characteristics of the people at Airbnb and distilled them to four values:Champion the mi

128、ssion.Our employees are deeply passionate about connection and belonging,and the product that we make to deliver this.In fact,many of ouremployees are people from our Host and guest community whom we hired.Be a Host.Our employees are the kind of people who like caring for others and making them feel

129、 like they belong,just like the Hosts in our community.Embrace the adventure.Our employees are curious and optimistic you have to be an optimistic person to believe that the idea of Airbnb is a good one,and you haveto be curious about other people and cultures to want to connect with them.Be a cerea

130、l entrepreneur.Our employees are bold and resourceful.We believe that every person who joins Airbnb,from board members and executives to college new hires,should share these four attributes.Most importantly,we believe thatwhatever we want to happen outside the walls of Airbnb should first start insi

131、de Airbnb.This starts with our own employees.In this way,our culture is the source of all futureinnovation,and a North Star for how people in our community should treat each other.Diversity and BelongingAt Airbnb,diversity and belonging is more than a corporate responsibility it is central to what w

132、e stand for.We attract a diverse group of people and welcome their variedknowledge,experiences,and backgrounds.Through our hiring process,we commit to encouraging diversity and eliminating bias,and we publish the changing demographicmakeup of our workforce to hold ourselves accountable.As of Decembe

133、r 31,2021,under-represented minority populations represented 14%of our U.S.-based employees and those who identify in the gender binary as women madeup 48%of our global employees.We have set a goal for ourselves by the end of 2025 to have 20%of our product development and information technology empl

134、oyees beunder-represented minorities at all levels,20%of our U.S.employees be under-represented minorities,and 50%of employees at all levels be women,using the gender binary.6Table of ContentsReducing the Incidents of Bias on AirbnbWe are centered around belonging,and discrimination is a central obs

135、tacle to it.Just as discrimination exists in society,it exists in the Airbnb community,and we arecommitted to combating it.In 2016,we began taking steps to address discrimination on Airbnb.First,we created the Airbnb Nondiscrimination Policy and Community Commitment,which we required every Host and

136、guest to agree to in order to use Airbnb.If a Host orguest does not agree to the policy,they are removed from our platform.Next,we created an anti-discrimination team of technical professionals that work to fight bias and discrimination,changed the way we show profile photos so Hosts only see aguest

137、s photo after a reservation is confirmed,and distributed an antiracism guide to our Hosts and guests in the United States.In June 2020,we launched Project Lighthouse,a groundbreaking project launched in partnership with Color of Change,the nations largest online racial justice organization,along wit

138、h guidance from civil rights groups and privacy rights organizations.Project Lighthouse allows us to measure discrimination on Airbnb based on perception.Theseperceptions are aggregated and used to identify and measure discrepancies in peoples experiences that could be the result of discrimination.W

139、e are using the findings fromProject Lighthouse to inform and design our products and policies to combat racial discrimination that Black guests and other people of color face when using Airbnb.Climate ChangeIn November 2021,we announced our commitment to operating as a Net Zero company by 2030.To m

140、eet our goal,we have committed to a number of steps,includingreducing carbon and other greenhouse gas emissions associated with our global corporate operations,and investing in quality nature-based solutions to offset residualemissions.This commitment is the latest step we are taking to help address

141、 the climate crisis.In 2020,we made a commitment to achieve 100-percent renewable electricityuse for our corporate operations,and in early 2021,we became a founding participant in the Lowering Emissions by Accelerating Forest finance(LEAF)Coalition,a newpublic-private initiative that has mobilized$1

142、 billion to fight tropical deforestation.RegulationsWe are subject to laws,regulations,and rules that affect the short-term rental and home sharing business at city,state,country and regional levels.While a number of citiesand countries have implemented legislation to address short-term rentals,ther

143、e are many others that are not yet explicitly addressing or enforcing short-term rental laws,andcould follow suit and enact regulations.New laws,regulations,government policies,or changes in their interpretations in the over 100,000 cities and towns where we operateentail significant challenges and

144、uncertainties.In the event of any such changes,pre-existing bookings may not be honored and current and future listings and bookings coulddecline significantly,and our relationship with our Hosts and guests could be negatively impacted.We seek to work with governments to establish clear,fair,and wor

145、kablehome sharing rules to create clarity for our Hosts.No single city represented more than 1.0%of our revenue before adjustments for incentives and refunds during the year ended December 31,2021 or 1.1%of our activelistings as of December 31,2021.Incentives include our referral programs and market

146、ing promotions to encourage the use of our platform and attract new customers,whileour refunds to customers are part of our customer support activities.We do not believe that the current regulations in our top 10 cities,in the aggregate,have had or areexpected to have a material adverse impact on ou

147、r results of operations and financial condition.We will continue to collaborate with policymakers to implement sensiblelegislation around the world.In addition to laws,regulations,and rules directly applicable to the short-term rental and home sharing business,we are subject to a wide variety of law

148、s,regulations and rulesgoverning our business practices,the Internet,e-commerce,and electronic devices,including those relating to taxation,privacy,data protection,pricing,content,advertising,discrimination,consumer protection,protection of minors,copyrights,distribution,messaging,mobile communicati

149、ons,electronic device certification,electronic waste,electronic contracts,communications,Internet access,competition,and unfair commercial practices.We are also subject to laws,regulations,and rules governing theprovision of online payment services,the design and operation of our platform,and the op

150、erations,characteristics,and quality of our platform and services.Our payments platform is subject to various laws,rules,regulations,policies,legal interpretations,and regulatory guidance,including those governing:cross-border anddomestic money transmission and funds transfers;stored value and prepa

151、id access;foreign exchange;privacy,data protection,and cybersecurity;banking secrecy;paymentservices(including payment processing and settlement services);consumer protection;economic and trade sanctions;anti-corruption and anti-bribery;and anti-moneylaundering and counter-terrorist financing.We are

152、 subject to a variety of taxes and tax collection obligations in the United States(federal,state,and local)and numerous foreign jurisdictions.We have receivedcommunications from numerous foreign,federal,state,and local governments regarding the application of tax laws or regulations to our business

153、or demanding data about ourHosts and guests to aid in threatened or actual enforcement actions against our Hosts and guests.In many jurisdictions where applicable,we have agreed to collect and remitvarious taxes on behalf of our Hosts.We have been subject to complaints by,and are involved in a numbe

154、r of lawsuits brought by,certain government entities for allegedresponsibility for direct or indirect taxes.In some jurisdictions we are in disputes with respect to past and future taxes.A number of jurisdictions have proposed or implementednew tax laws or interpreted existing laws to explicitly app

155、ly various types of taxes to businesses like ours.Laws and regulations relating to taxes as applied to our platform,andto our Hosts and guests,vary greatly among jurisdictions,and it is difficult or impossible to predict how such laws and regulations will be applied.As we continue to expand the reac

156、h of our brand into additional markets,we will be increasingly subject to additional laws,regulations,and rules.These laws,regulations,andrules are complex and constantly evolving and can be subject to significant change.Some of these laws,regulations,and rules are inconsistent and ambiguous and are

157、 beingtested in courts,and could be interpreted by regulators and courts in7Table of Contentsways that could materially adversely affect our business,results of operations,and financial condition.Moreover,certain laws,regulations,and rules have not historically beenapplied in the context of the shor

158、t-term rental and home sharing business,so the application and interpretation of these requirements are often uncertain.For additional information regarding these and other laws,regulations,and rules that affect us and our business,see Note 12,Commitments and Contingencies Legal andRegulatory Matter

159、s Regulatory Matters to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and Part I,Item 1A.Risk Factors ofthis Annual Report on Form 10-K.SeasonalityOur business is seasonal,reflecting typical travel behavior patterns over the course of the calendar year.I

160、n a typical year,the first,second,and third quarters have higherNights 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 Europe,theMiddle East,and Africa(“EMEA”).Nights and Experiences Booked on

161、our platform in a period represents the sum of the total number of nights booked for stays and the totalnumber of seats booked for experiences,net of cancellations and alterations that occurred in that period.Our business metrics including Gross Booking Value(“GBV”)and Adjusted EBITDA can also be im

162、pacted by the timing of holidays and other events.GBV represents thedollar 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 occurredduring that period.Adjusted EBITDA is defined as net incom

163、e or loss adjusted for(i)provision for(benefit from)income taxes;(ii)interest income,interest expense,and otherincome(expense),net;(iii)depreciation and amortization;(iv)stock-based compensation expense and stock-settlement obligations related to the initial public offering(“IPO”);(v)acquisition-rel

164、ated impacts consisting of gains(losses)recognized on changes in the fair value of contingent consideration arrangements;(vi)net changes to the reservesfor lodging taxes for which management believes it is probable that we may be held jointly liable with Hosts for collecting and remitting such taxes

165、;and(vii)restructuringcharges.We experience seasonality in our GBV that is generally consistent with the seasonality of Nights and Experiences Booked.Revenue,which consists of service fees,net ofincentives and refunds,charged to our customers,and Adjusted EBITDA have historically been,and are expect

166、ed to continue to be,highest in the third quarter when we havethe 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.Our costs are relatively fixedacross quarters or vary in line with the volume of transactions,and w

167、e historically achieve our highest GBV in the first and second quarters of the year with comparatively lowercheck-ins.As a result,increases in unearned fees 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 slig

168、ht decline in GBV and a peak in check-ins in the third quarter,which results in a decrease in unearned fees and lower sequential level of Free CashFlow,and a greater decline in GBV in the fourth quarter,where Free CashFlow is typically negative.Free Cash Flow represents net cash provided by(used in)

169、operating activities less purchases of property and equipment.As our business matures,other seasonal trends may develop,or these existing seasonal trends may become more extreme.While we have seen COVID-19 distort the historical patterns of seasonality in 2020 for our GBV,revenue,Adjusted EBITDA,and

170、 Free Cash Flow as a result of travelrestrictions and changing travel preferences relating to the COVID-19 pandemic,we saw some pre-COVID-19 patterns of seasonality return in the second half of 2021 with thethird quarter having the strongest revenue and Adjusted EBITDA.We expect some impact on seaso

171、nality to continue as long as COVID-19,including the new strains ofvariants,are impacting travel patterns globally.Data Protection and PrivacyOur business uses,collects,and processes the personal data of individuals in more than 220 countries and regions.As a result,compliance with laws on data prot

172、ection andprivacy regulating the storage,sharing,use,processing,transfer,disclosure,and protection of personal data is core to our strategy and integral to the creation of trust in ourplatform.We take a variety of technical and organizational security measures and other procedures and protocols to p

173、rotect data,including data pertaining to Hosts,guests,employees,and others.Despite measures we put in place,we may be unable to anticipate or prevent unauthorized access to such data.Legal requirements relating to the collection,storage,handling,use,disclosure,transfer,and security of personal data

174、continue to evolve,and regulatory scrutiny in this area isincreasing around the world.This increases the complexity of compliance requirements,may limit offerings,result in additional expenses while also diverting attention andresources from other projects.Regulators around the world continue to pro

175、pose more stringent data protection and privacy laws,and these laws are rapidly increasing in number,complexity,enforcement,fines,and penalties.For example,the European General Data Protection Regulation 2016/679(“GDPR”)became effective on May 25,2018 and has resulted and will continueto result in s

176、ignificantly greater compliance burdens and costs for companies with users and operations in the European Union and European Economic Area.The GDPRregulates a broad array of personal data that can directly or indirectly identify an individual and imposes stringent data protection requirements with s

177、ignificant penalties fornoncompliance.Also,in July 2020,the Court of Justice of the European Union(“CJEU”)ruled to invalidate the EU-U.S.Privacy Shield,a legal framework that allowedparticipating companies to transfer personal data from EU member states to the United States.Many large geographies in

178、 which we operate,including Australia,Brazil,Canada,China,and India,have passed or are in the process of passing comparable or stricter data privacy legislation or regulations.In the United States,the Federal Trade Commission and the Department of Commerce continue to call for greater regulation of

179、the processing of personal data,as well asrestrictions for certain targeted advertising practices.Numerous states have enacted or are in the process of enacting state level data privacy laws and regulations governingthe collection,use,and processing of state residents personal data.For example,the C

180、alifornia Consumer Privacy Act(“CCPA”)went into effect in California on January 1,2020.The CCPA establishes a new privacy framework for covered businesses such as ours and requires us to modify our data processing practices and policies and incurcompliance related costs and expenses.In November 2020

181、,California voters passed the California Privacy Rights and Enforcement Act of 2020,which further expands theCCPA with additional data privacy compliance requirements and establishes a regulatory agency8Table of Contentsdedicated to enforcing those requirements.Virginia and Colorado have also passed

182、 privacy laws,which will become effective in 2023.There is a strong possibility thatadditional U.S.states will implement privacy laws that provide more stringent requirements than the CCPA or otherwise conflict with the CCPAs provisions.Additionally,thereare U.S.state laws and regulations governing

183、the collection and use of biometric information,such as fingerprints and facial biometric templates.For example,the IllinoisBiometric Information Privacy Act regulates the collection,use,safeguarding,and storage of“biometric identifiers”and“biometric information”by private entities and provides apri

184、vate right of action for persons who are aggrieved by violations of the law.Under the GDPR and other regimes this is treated as sensitive personal data and requiresadditional protection,and there are much more limited set of grounds on which it can be processed,which means in practice consent is usu

185、ally needed.These and other data protection and privacy laws and their interpretations continue to develop and may be inconsistent from jurisdiction to jurisdiction.Non-compliance withthese and other laws could result in penalties or significant legal liability.Although we take steps to comply with

186、applicable laws and regulations,we cannot assure that we willnot be subject to regulatory or private action,including fines for non-compliance of data protection and privacy laws,including in the event of an incident.We could beadversely affected if legislation or regulations are expanded to require

187、 changes in our or our third-party service providers business practices or if governing jurisdictionsinterpret or implement their legislation or regulations in ways that negatively affect our or our third-party service providers business,results of operations,or financial condition.CompetitionWe ope

188、rate in a highly competitive environment.As we seek to expand our community globally,we face competition in attracting Hosts and guests.Competition for HostsWe compete to attract and retain Hosts to and on our platform to list their homes and experiences,as Hosts have a range of options for doing so

189、.We compete for Hosts basedon many factors including the volume of bookings generated by guests,ease of use of our platform,the service fees we charge,Host protections,such as those included inAirCover,and our brand.We believe that Hosts can earn more per night on Airbnb than other travel platforms

190、due to our guest demand,our Host tools that empower Hosts tobe successful,and our community built on trust and human interaction.Competition for GuestsWe compete to attract and retain guests to and on our platform,as guests have a range of options to find and book accommodations and experiences.We c

191、ompete for guestsbased on many factors,including unique inventory and availability of listings,the value and all-in cost of Host offerings on our platform relative to other options,our brand,easeof use of our platform,the trust and safety of our platform,and community support.Throughout the COVID-19

192、 pandemic,we have also competed based on the availability ofinventory close to where guests live and in non-urban markets,as well as the perceived safety and cleanliness of listings on our platform.Our competitors include:Online travel agencies(“OTAs”),such as Booking Holdings(including the brands B

193、,KAYAK,P,and A);Expedia Group(including thebrands Expedia,Vrbo,HomeAway,H,Orbitz,and Travelocity);T Group(including the brands C,T,Qunar,Tongcheng-eLong,andSkyScanner);Hopper;Meituan Dianping;Fliggy(a subsidiary of Alibaba);Despegar;MakeMyTrip;and other regional OTAs;Internet search engines,such as

194、Google,including its travel search products;Baidu;and other regional search engines;Listing and meta search websites,such as TripAdvisor,Trivago,Mafengwo,AllTheR,Hometogo,Holidu,and Craigslist;Hotel chains,such as Marriott,Hilton,Accor,Wyndham,InterContinental,OYO,and Huazhu,as well as boutique hote

195、l chains and independent hotels;Property management companies,such as Vacasa,Sonder,Inspirato,Evolve,Awaze,and other regional property management companies;Chinese short-term rental competitors,such as Tujia,Meituan B&B,and Xiaozhu;and Online platforms offering experiences,such as Viator,GetYourGuid

196、e,Klook,Traveloka,and KKDay.We believe we compete favorably based on multiple factors,including the differentiated breadth and depth of stays and experiences offered on Airbnb,our global scale andgeographic reach,the strength and loyalty of our Host and guest community,our brand,organic traffic,our

197、platform functionality,including community support,payments,andHost protections,and the extensibility of our platform.Our Intellectual PropertyOur intellectual property is an important component of our business.To establish and protect our proprietary rights,we rely on a combination of patents,trade

198、marks,copyrights,domain names,social media handles,know-how,license agreements,confidentiality procedures,non-disclosure agreements with third parties,employeedisclosure and invention assignment agreements,and other intellectual property and contractual rights.As of December 31,2021,we had a substan

199、tial patent portfolio,consisting of issued patents and pending patent applications from the United States and multiple foreignjurisdictions.The portfolio includes both organically grown patent assets and a large number of assets acquired from IBM as part of a 2020 patent litigation settlement.We own

200、a trademark portfolio with protections in more than 170 countries in which we currently operate for our primary brands AIRBNB and our Blo logo.Additionally,we owntrademark protections around the world for other brands or protectable brand elements important to our business,including but not limited

201、to Rausch,our primary corporatecolor;localizations,translations,and transliterations of our primary brands,and brands associated with businesses we have acquired.We have registered domain names that we use in or relate to our business,such as the domain name and country code top level domain name eq

202、uivalents.9Table of ContentsCorporate InformationWe were incorporated on June 27,2008 as AirBed&Breakfast,Inc.,a Delaware corporation.On November 15,2010,we changed our name to Airbnb,Inc.Our principalexecutive offices are located at 888 Brannan Street,San Francisco,California 94103,and our telephon

203、e number is(415)510-4027.Available InformationOur website address is .Information contained on,or that can be accessed through,our website does not constitute part of this Annual Report on Form 10-K.The U.S.Securities and Exchange Commission(“SEC”)maintains an Internet site that contains reports,pro

204、xy and information statements,and other information regardingissuers that file electronically with the SEC at www.sec.gov.Our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K andamendments to reports filed or furnished pursuant to Sections 13(a)and 15(d)of the Se

205、curities Exchange Act of 1934,as amended,(the“Exchange Act”)are also availablefree of charge on our investor relations website as soon as reasonably practicable after we electronically file such material with,or furnish it to,the SEC.We webcast our quarterly results calls and certain events we parti

206、cipate in or host with members of the investment community on our investor relations website().Additionally,we provide notifications of news or announcements regarding our financial performance,including SEC filings,investor events,press andearnings releases,as part of our investor relations website

207、.The contents of these websites are not intended to be incorporated by reference into this report or in any otherreport or document we file.10Table of ContentsItem 1A.Risk FactorsOur business,operations,and financial results are subject to various risks and uncertainties,including those described be

208、low,that could materially adversely affect ourbusiness,results of operations,financial condition,and the trading price of our Class A common stock.The following material factors,among others,could cause our actualresults to differ materially from historical results and those expressed in forward-loo

209、king statements made by us or on our behalf in filings with the SEC,press releases,communications with investors,and oral statements.Risks Related to Our BusinessThe COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic have materially adversely impacted and may continue to m

210、ateriallyadversely impact our business,results of operations,and financial condition.In March 2020,the World Health Organization declared the outbreak of COVID-19 a pandemic.Since then,the world has been and continues to be impacted by COVID-19and its variants.In an attempt to limit the spread of th

211、e virus,governments have imposed various restrictions,including emergency declarations at the federal,state,and locallevels,school and business closings,quarantines,“shelter at home”orders,restrictions on travel,limitations on social or public gatherings,and other social distancingmeasures,which hav

212、e had and may continue to have a material adverse impact on our business and operations and on travel behavior and demand.The ongoing COVID-19 pandemic has materially adversely affected our near-term operating and financial results and may continue to materially adversely impact our long-term operat

213、ing and financial results.In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world,we do not believe it is possible to predictthe COVID-19 pandemics cumulative and ultimate impact on our future business,results of operations,and financial condition.The extent

214、of the impact of the COVID-19pandemic on our business and financial results will depend largely on future developments,including the duration of the pandemic(including the emergence of any variants,which may be more contagious and/or may impact the effectiveness of approved vaccines)both globally an

215、d within the United States,the prevalence of local,national,andinternational travel restrictions(including new or reinstated restrictions as a result of COVID-19 variants),vaccination requirements in connection with travel,vaccination ratesin the communities in which we operate,reduced flight volume

216、,the impact on capital and financial markets and on the U.S.and global economies,foreign currenciesexchange,and governmental or regulatory orders that impact our business,all of which are highly uncertain and cannot be predicted.To the extent the COVID-19 pandemiccontinues to materially adversely af

217、fect our business,results of operations,and financial condition,it may also have the effect of heightening many of the other risks describedin these“Risk Factors”or elsewhere in this Annual Report on Form 10-K.Any of the foregoing factors,or other cascading effects of the COVID-19 pandemic that are

218、notcurrently foreseeable,may materially adversely impact our business,results of operations,and financial condition.Most of our employees and third-party vendors and service providers are working remotely.If a natural disaster,power outage,connectivity issue,or other event occurs thatimpacts our emp

219、loyees ability to work remotely,it may be difficult or,in certain cases,impossible,for us to continue our business for a substantial period of time.The increasein remote working may also result in material consumer privacy,information technology security,and fraud risks.Our reduction in force in May

220、 2020 and remote workarrangements resulting from the COVID-19 pandemic caused us to recognize an impairment of certain of our real property lease arrangements,and depending on the durationand extent of the remote work arrangements,we may incur additional impairment charges related to our real proper

221、ty lease agreements.We have incurred net losses in each year since inception,and we may not be able to achieve or sustain profitability.We incurred net losses of$674.3 million,$4.6 billion,and$352.0 million for the years ended December 31,2019,2020,and 2021,respectively.As of December 31,2021,wehad

222、an accumulated deficit of$6.4 billion.Historically,we have invested significantly in efforts to grow our Host and guest community,introduced new or enhanced offeringsand features,increased our marketing spend,expanded our operations,hired additional employees,and enhanced our platform.Certain of our

223、 offerings and certain regions in which we operate result in listings with lower service fees and will require significant additional investments from us,which couldhave a materially negative impact on our overall operating margins as these offerings and regions increase in size over time relative t

224、o other areas in which we operate.Inaddition,we have changed,and may in the future reduce,our service fees for strategic or competitive reasons.Any failure to increase our revenue or any failure to manage anincrease in our operating expenses could prevent us from achieving or sustaining profitabilit

225、y as measured by net income,operating income,or Adjusted EBITDA.Additionally,stock-based compensation expense related to restricted stock units(“RSUs”)and other equity awards will continue to be a significant expense in future periods.Inaddition,beginning in the first quarter of 2022,we will begin u

226、sing corporate cash to make required tax payments associated with the vesting of employee RSUs and withhold acorresponding number of shares from employees.We anticipate that we will spend substantial funds to satisfy tax withholding and remittance obligations when we settleemployee RSUs.Our Adjusted

227、 EBITDA and Free Cash Flow have declined in prior periods,and this trend could continue.We had Adjusted EBITDA of$(253.3)million,$(250.7)million,and$1.6 billion for the years ended December 31,2019,2020,and 2021,respectively.Our Free Cash Flow was$97.3 million,$(667.1)million,and$2.2 billion for the

228、 years ended December 31,2019,2020,and 2021,respectively.While our Adjusted EBITDA and Free Cash Flowincreased in 2021,we may experience declines in Adjusted EBITDA and Free Cash Flow in the future.Adverse developments in our business,including lower than anticipatedrevenue,higher than anticipated o

229、perating expenses,impacts of the ongoing COVID-19 pandemic and net unfavorable changes in working capital,could result in a negativetrend in our Adjusted EBITDA and Free Cash Flow.If our future Adjusted EBITDA or Free Cash Flow fail to meet investor or analyst expectations,it is likely to have amate

230、rially adverse effect on our stock price.Adjusted EBITDA and Free Cash Flow are supplemental metrics that are not calculated and presented in accordance with GAAP.See the section titled“Managements Discussion and Analysis of Financial Condition11Table of Contentsand Results of Operations Key Busines

231、s Metrics and Non-GAAP Financial Measures”for a reconciliation of Adjusted EBITDA and Free Cash Flow to the most directlycomparable financial measure stated in accordance with GAAP and for additional information.Our revenue growth rate has slowed over time,and we expect it to continue to slow in the

232、 future.We have experienced significant revenue growth in the past;however,our revenue growth rate has slowed over time and there is no assurance that historic growth rates willreturn.Our future revenue growth depends on the growth of supply and demand for listings on our platform,and our business i

233、s affected by general economic and businessconditions worldwide as well as trends in the global travel and hospitality industries and the short and long-term accommodation regulatory landscape.In addition,we believethat our revenue growth depends upon a number of factors,including:the COVID-19 pande

234、mic and its impact on the travel and accommodations industries;our ability to retain and grow the number of guests and Nights and Experiences Booked;our ability to retain and grow the number of Hosts and the number of available listings on our platform;events beyond our control such as pandemics and

235、 other health concerns,increased or continuing restrictions on travel and immigration,trade disputes,economicdownturns,and the impact of climate change on travel,including fires,floods,extreme temperatures and ambient temperature increases,severe weather and othernatural disasters,and the impact of

236、climate change on seasonal destinations;competition;the legal and regulatory landscape and changes in the application of existing laws and regulations or adoption of new laws and regulations that impact our business,Hosts,and/or guests,including changes in short-term occupancy,tax laws and real esta

237、te broker laws;the attractiveness of home sharing to prospective Hosts and guests;the level of consumer awareness and perception of our brand;our ability to build and strengthen trust and safety on our platform and among members of our community;the level of spending on brand and performance marketi

238、ng to attract Hosts and guests to our platform;our ability to grow new offerings and tiers and to deepen our presence in certain geographies;timing,effectiveness,and costs of expansion and upgrades to our platform and infrastructure;and other risks described elsewhere in this Annual Report on Form 1

239、0-K.A softening of demand,whether caused by events outside of our control,such as the ongoing COVID-19 pandemic,changes in Host and guest preferences,any of the otherfactors described above,or in this Annual Report on Form 10-K or otherwise,may result in decreased revenue and our business,results of

240、 operations,and financial conditionwould be materially adversely affected.If we fail to retain existing Hosts or add new Hosts,or if Hosts fail to provide high-quality stays and experiences,our business,results of operations,and financialcondition would be materially adversely affected.Our business

241、depends on Hosts maintaining their listings on our platform and engaging in practices that encourage guests to book those listings,including increasing thenumber of nights and experiences that are available to book,providing timely responses to inquiries from guests,offering a variety of desirable a

242、nd differentiated listings atcompetitive prices that meet the expectations of guests,and offering exceptional hospitality,services,and experiences to guests.These practices are outside of our directcontrol.If Hosts do not establish or maintain a sufficient number of listings and availability for lis

243、tings,the number of Nights and Experiences Booked declines for a particularperiod,or the price charged by Hosts declines,our revenue would decline and our business,results of operations,and financial condition would be materially adverselyaffected.Hosts manage and control their spaces and experience

244、s and typically market them on our platform with no obligation to make them available to guests for specified dates andwith no obligation to accept bookings from prospective guests.We have had many Hosts list their properties on our platform in one period and cease to offer these propertiesin subseq

245、uent periods for a variety of reasons.While we plan to continue to invest in our Host community and in tools to assist Hosts,these investments may not be successfulin growing our Hosts and listings on our platform.In addition,Hosts may not establish or maintain listings if we cannot attract prospect

246、ive guests to our platform and generatebookings from a large number of guests.If we are unable to retain existing Hosts or add new Hosts,or if Hosts elect to market their listings exclusively with a competitor orcross-list with a competitor,we may be unable to offer a sufficient supply and variety o

247、f properties or experiences to attract guests to use our platform.In particular,it is criticalthat we continue to attract and retain individual Hosts who list their spaces,including private rooms,primary homes,or vacation homes on Airbnb.We attract individual Hostspredominantly through organic chann

248、els such as word of mouth and our strong brand recognition.If we are unable to attract and retain individual Hosts in a cost-effectivemanner,or at all,our business,results of operations,and financial condition would be materially adversely affected.Professional Hosts,including property management co

249、mpanies,serviced apartment providers,and boutique hotels,expand the types of listings available to our guests.Theseprofessional Hosts often list on our platform as well as on the platforms of our competitors.We do not control whether professional Hosts provide us with a sizable allocation ofrooms an

250、d competitive pricing relative to the same properties listed with other services.If we are not able to effectively deploy professional tools,application programminginterfaces,and payment processes,work with third-party channel managers,and develop effective sales and account management teams that ad

251、dress the needs of theseprofessional Hosts,we may not be able to attract and retain professional Hosts.If our fee structure and payment terms are not as competitive as those of our competitors,these professional Hosts may choose to provide less inventory and availability with us.Historically,we have

252、 seen an increase in the number of,and revenue from,professionalHosts on our platform.The uniqueness of listings on our platform will be negatively impacted if the number of individual Hosts does not grow at the same rate.In addition,the number of listings on Airbnb may decline as a result of a numb

253、er of other factors affecting Hosts,including:the COVID-19 pandemic;enforcement orthreatened enforcement of laws and regulations,including short-term occupancy and tax laws;private groups,12Table of Contentssuch as homeowners,landlords,and condominium and neighborhood associations,adopting and enfor

254、cing contracts that prohibit or restrict home sharing;leases,mortgagesand other agreements,or regulations that purport to ban or otherwise restrict home sharing;Hosts opting for long-term rentals on other third-party platforms as an alternative tolisting on our platform;economic,social,and political

255、 factors;perceptions of trust and safety on and off our platform;negative experiences with guests,including guests whodamage Host property,throw unauthorized parties,or engage in violent and unlawful acts;and our decision to remove Hosts from our platform for not adhering to our Hoststandards or oth

256、er factors we deem detrimental to our community.We believe that our Host protection programs,including those provided through AirCover,are integral to retaining and acquiring Hosts.AirCover includes but is not limited toour Host Damage Protection program,which protects Hosts against property damage

257、of up to$1 million,and our Host Liability Insurance and Experiences Liability Insurance,which provide liability insurance of up to$1 million to protect our Hosts against qualifying third-party claims for personal injury or property damage.If we discontinue theseprograms or these programs prove less

258、effective,whether because our payouts under these programs or our insurance premiums become cost prohibitive or for any otherreason,then the number of Hosts who list with us may decline.In addition,we have incurred,and expect to continue to incur,higher than normal payments via refunds and travel cr

259、edit issuance to guests who cancel for reasons related toCOVID-19.Under our extenuating circumstances policy,guests who made reservations on or before March 14,2020 and cannot travel due to the pandemic have been eligibleto cancel their reservations for a full cash refund or in some cases travel cre

260、dit.Similarly,Hosts with reservations confirmed on or before March 14,2020 who cannot host dueto the pandemic have been eligible to cancel under this policy without adverse consequences.A large number of guest cancellations under the policy caused lost earnings forour Hosts.To support our Hosts and

261、lessen the impact of cancellations under our extenuating circumstances policy,we made a$250 million commitment,the majority of whichhad been distributed as of December 31,2021,which provides Hosts a portion of the amount they expected to earn from bookings that were canceled under this policy.Theres

262、ervations eligible for this support program were defined as reservations made on or before March 14,2020 with a check-in date between March 14,2020 and May 31,2020.For these reservations,eligible Hosts are entitled to receive 25%of the amount they would have received from guests under the Hosts canc

263、ellation policies.Because thiscommitment is limited in amount and timeframe,Hosts will not receive full payment related to guest cancellations,and some Hosts may remove their listings from our platformif they are not satisfied with our policies during the COVID-19 pandemic.Hosts and guests whose res

264、ervations are canceled under our extenuating circumstances policy have had and may continue to have a negative view of such policy and mayexperience negative financial impacts as a result of such cancellations.This could materially negatively impact our relationship with our Hosts and guests,resulti

265、ng in Hostsleaving our platform,removing their listings and/or offering less availability,or fewer repeat guests,which in turn could have a material adverse impact on our business,resultsof operations,and financial condition.If we fail to retain existing guests or add new guests,our business,results

266、 of operations,and financial condition would be materially adversely affected.Our success depends significantly on existing guests continuing to book and attracting new guests to book on our platform.Our ability to attract and retain guests could bematerially adversely affected by a number of factor

267、s discussed elsewhere in these“Risk Factors,”including:events beyond our control such as the ongoing COVID-19 pandemic,other pandemics and health concerns,increased or continuing restrictions on travel,immigration,trade disputes,economic downturns,and the impact of climate change on travel,including

268、 fires,floods,extreme temperatures and ambient temperature increases,severe weather and other natural disasters,and the impact of climate change on seasonal destinations;political,social or economic instability;Hosts failing to meet guests expectations,including increased expectations for cleanlines

269、s in light of the COVID-19 pandemic;increased competition and use of our competitors platforms and services;Hosts failing to provide differentiated,high-quality,and an adequate supply of stays or experiences at competitive prices;guests not receiving timely and adequate community support from us;our

270、 failure to provide new or enhanced offerings,tiers,or features that guests value;declines or inefficiencies in our marketing efforts;negative associations with,or reduced awareness of,our brand;actual or perceived racial discrimination by Hosts in deciding whether to accept a requested reservation;

271、negative perceptions of the trust and safety on our platform;and macroeconomic and other conditions outside of our control affecting travel and hospitality industries generally.In addition,if our platform is not easy to navigate,guests have an unsatisfactory sign-up,search,booking,or payment experie

272、nce on our platform,the listings and othercontent provided on our platform is not displayed effectively to guests,we are not effective in engaging guests across our various offerings and tiers,or we fail to provide anexperience in a manner that meets rapidly changing demand,we could fail to convert

273、first-time guests and fail to engage with existing guests,which would materially adverselyaffect our business,results of operations,and financial condition.Any further and continued decline or disruption in the travel and hospitality industries or economic downturn would materially adversely affect

274、our business,results of operations,and financial condition.Our financial performance is dependent on the strength of the travel and hospitality industries.The outbreak of COVID-19 and emergence of its variants has caused manygovernments to implement quarantines and significant restrictions on travel

275、 or to advise that people remain at home where possible and avoid crowds,which has had aparticularly negative impact on cross-border travel.Other events beyond our control,such as unusual or extreme weather or natural disasters,such as earthquakes,hurricanes,fires,tsunamis,floods,severe weather,drou

276、ghts,extreme temperatures and ambient temperature increases,and volcanic eruptions,the frequency and severity ofwhich may be increasingly impacted by climate change in future years(although it is currently impossible to predict with accuracy the scale of such13Table of Contentsimpact),and travel-rel

277、ated health concerns including pandemics and epidemics such as Ebola,Zika,and Middle East Respiratory Syndrome,restrictions related to travelincluding COVID-19 related vaccination requirements,trade or immigration policies,wars,terrorist attacks,sources of political uncertainty,political unrest,prot

278、ests,violence inconnection with political or social events,foreign policy changes,regional hostilities,imposition of taxes or surcharges by regulatory authorities,changes in regulations,policies,or conditions related to sustainability,including climate change,work stoppages,labor unrest or travel-re

279、lated accidents can disrupt travel globally or otherwise resultin declines in travel demand.Because many of these events or concerns,and the full impact of their effects,are largely unpredictable,they can dramatically and suddenlyaffect travel behavior by consumers,and therefore demand for our platf

280、orm and services,which would materially adversely affect our business,results of operations,andfinancial condition.Events such as sudden outbreaks of wars or regional instability have led to a large number of localized cancellations and safety concerns,which harm ourbusiness and our relationship wit

281、h our Hosts and guests.In addition,increasing awareness around the impact of air travel on climate change and the impact of over-tourismmay adversely impact the travel and hospitality industries and demand for our platform and services,whether due to the imposition of policies and regulations or cha

282、ngingsocietal attitudes to travel.Our financial performance is also subject to global economic conditions and their impact on levels of discretionary consumer spending.Some of the factors that have an impacton discretionary consumer spending include general economic conditions,worldwide or regional

283、recession,unemployment,consumer debt,reductions in net worth,fluctuations in exchange rates,inflation,residential real estate and mortgage markets,taxation,energy prices,interest rates,consumer confidence,tariffs,and othermacroeconomic factors.Consumer preferences tend to shift to lower-cost alterna

284、tives during recessionary periods and other periods in which disposable income is adverselyaffected,which could lead to a decline in the bookings and prices for stays and experiences on our platform and an increase in cancellations,and thus result in lower revenue.Leisure travel in particular,which

285、accounts for a substantial majority of our current business,is dependent on discretionary consumer spending levels.Downturns in worldwideor regional economic conditions have led to a general decrease in leisure travel and travel spending in the past,and similar downturns in the future may materially

286、 adverselyimpact demand for our platform and services.Such a shift in consumer behavior would materially adversely affect our business,results of operations,and financial condition.The business and industry in which we participate are highly competitive,and we may be unable to compete successfully w

287、ith our current or future competitors.We operate in a highly competitive environment and we face significant competition in attracting Hosts and guests.Hosts.We compete to attract,engage,and retain Hosts on our platform to list their spaces and experiences.Hosts have a range of options for listing t

288、heir spaces andexperiences,both online and offline.It is also common for Hosts to cross-list their offerings.We compete for Hosts based on many factors,including the volume ofbookings generated by our guests;ease of use of our platform(including onboarding,community support,and payments);the service

289、 fees we charge;Host protections,such as our Host Liability Insurance,Experiences Liability Insurance and Host Damage Protection program;and our brand.Throughout the COVID-19 pandemic,wehave also competed based on our cancellation and extenuating circumstances policies.Guests.We compete to attract,e

290、ngage,and retain guests on our platform.Guests have a range of options to find and book spaces,hotel rooms,serviced apartments,and other accommodations and experiences,both online and offline.We compete for guests based on many factors,including unique inventory and availability oflistings,the value

291、 and all-in cost of our offerings relative to other options,our brand,ease of use of our platform,the relevance and personalization of search results,thetrust and safety of our platform,and community support.Throughout the COVID-19 pandemic,we have also competed based on the availability of inventor

292、y close towhere guests live and in non-urban markets as well as the perceived safety and cleanliness of listings on our platform.We believe that our competitors include:OTAs such as Booking Holdings(including the brands B,KAYAK,P,and A);Expedia Group(including the brands Expedia,Vrbo,HomeAway,H,Orbi

293、tz,and Travelocity);T Group(including the brands C,T,Qunar,Tongcheng-eLong,and SkyScanner);Hopper;Meituan Dianping;Fliggy(a subsidiary of Alibaba);Despegar;MakeMyTrip;and other regional OTAs;Internet search engines,such as Google,including its travel search products;Baidu;and other regional search e

294、ngines;Listing and meta search websites,such as TripAdvisor,Trivago,Mafengwo,AllTheR,Hometogo,Holidu,and Craigslist;Hotel chains,such as Marriott,Hilton,Accor,Wyndham,InterContinental,OYO,and Huazhu,as well as boutique hotel chains and independent hotels;Property management companies,such as Vacasa,

295、Sonder,Inspirato,Evolve,Awaze,and other regional property management companies;Chinese short-term rental competitors,such as Tujia,Meituan B&B,and Xiaozhu;and Online platforms offering experiences,such as Viator,GetYourGuide,Klook,Traveloka,and KKDay.Our competitors are adopting aspects of our busin

296、ess model,which could affect our ability to differentiate our offerings from competitors.Increased competition could result inreduced demand for our platform from Hosts and guests,slow our growth,and materially adversely affect our business,results of operations,and financial condition.Many of our c

297、urrent and potential competitors enjoy substantial competitive advantages over us,such as greater name and brand recognition,longer operating histories,largermarketing budgets,and loyalty programs,as well as substantially greater financial,technical,and other resources.In addition,our current or pot

298、ential competitors have accessto larger user bases and/or inventory for accommodations,and may provide multiple travel products,including flights.As a result,our competitors may be able to provideconsumers with a better or more complete product experience and respond more quickly and effectively tha

299、n we can to new or changing opportunities,technologies,standards,or Host and guest requirements or preferences.The global travel industry has experienced significant consolidation,and we expect this trend may continue ascompanies attempt to strengthen or hold their market positions in a highly compe

300、titive industry.Consolidation amongst our competitors will give them increased scale and mayenhance their capacity,abilities,14Table of Contentsand resources,and lower their cost structures.In addition,emerging start-ups may be able to innovate and focus on developing a new product or service faster

301、 than we can ormay foresee consumer need for new offerings or technologies before us.There are now numerous competing companies that offer homes for booking,which can be available on our platform,on competing platforms,and through direct booking sites.Some of these competitors also aggregate propert

302、y listings obtained through various sources,including the websites of property managers.Some of our Hosts have chosen tocross-list their properties,which reduces the availability of such properties on our platform.When properties are cross-listed,the price paid by guests on our platform may be ormay

303、 appear to be less competitive for a number of reasons,including differences in fee structure and policies,which may cause guests to book through other services,whichcould materially adversely affect our business,results of operations,and financial condition.Certain property managers reach out to ou

304、r Hosts and guests to incentivize themto list or book directly with them and bypass our platform,and certain Hosts may encourage transactions outside of our platform,which reduces the use of our platform andservices.Some of our competitors or potential competitors have more established or varied rel

305、ationships with consumers than we do,and they could use these advantages in ways thatcould affect our competitive position,including by entering the travel and accommodations businesses.For example,some competitors or potential competitors are creating“super-apps”where consumers can use many online

306、services without leaving that companys app,e.g.,in particular regions,such as Asia,where e-commerce transactions areconducted primarily through apps on mobile devices.If any of these platforms are successful in offering services similar to ours to consumers,or if we are unable to offer ourservices t

307、o consumers within these super-apps,our customer acquisition efforts could be less effective and our customer acquisition costs,including our brand andperformance marketing expenses,could increase,any of which could materially adversely affect our business,results of operations,and financial conditi

308、on.We also faceincreasing competition from search engines including Google.How Google presents travel search results,and its promotion of its own travel meta-search services,such asGoogle Travel and Google Vacation Rental Ads,or similar actions from other search engines,and their practices concernin

309、g search rankings,could decrease our searchtraffic,increase traffic acquisition costs,and/or disintermediate our platform.These parties can also offer their own comprehensive travel planning and booking tools,or referleads directly to suppliers,other favored partners,or themselves,which could also d

310、isintermediate our platform.In addition,if Google or Apple use their own mobile operatingsystems or app distribution channels to favor their own or other preferred travel service offerings,or impose policies that effectively disallow us to continue our full productofferings in those channels,it coul

311、d materially adversely affect our ability to engage with Hosts and guests who access our platform via mobile apps or search.Laws,regulations,and rules that affect the short-term rental,long-term rental,and home sharing business have limited and may continue to limit the ability orwillingness of Host

312、s to share their spaces over our platform and expose our Hosts or us to significant penalties,which have had and could continue to have amaterial adverse effect on our business,results of operations,and financial condition.Since we began our operations in 2008,there have been and continue to be lega

313、l and regulatory developments that affect the short-term rental,long-term rental and homesharing business.Hotels and groups affiliated with hotels have engaged and will likely continue to engage in various lobbying and political efforts for stricter regulationsgoverning our business in both local an

314、d national jurisdictions.Other private groups,such as homeowners,landlords,and condominium and neighborhood associations,haveadopted contracts or regulations that purport to ban or otherwise restrict short-term rentals,and third-party lease agreements between landlords and tenants,home insurancepoli

315、cies,and mortgages may prevent or restrict the ability of Hosts to list their spaces.These groups and others cite concerns around affordable housing and over-tourism inmajor cities among other issues,and some state and local governments have implemented or considered implementing rules,ordinances,or

316、 regulations governing the short-term or long-term rental of properties and/or home sharing.For example,in December 2021,the EU Commission closed a consultation in relation to a potential EU Short TermRental Instrument which,if enacted,could have a material impact on the way short-term rentals are r

317、egulated in the European Union and the obligations on platforms(including around data sharing or the need to enforce registration schemes).Legislation in other regions also could have a material impact on the way short-term and long-termrentals are regulated.Such regulations include ordinances that

318、restrict or ban Hosts from short-term rentals,long-term rentals,set annual caps on the number of days Hostscan share their homes,require Hosts to register with the municipality or city,or require Hosts to obtain permission before offering short-term rentals.In addition,somejurisdictions regard short

319、-term rental or home sharing as“hotel use”and claim that such use constitutes a conversion of a residential property to a commercial propertyrequiring a permitting process.In December 2020,the European Commission adopted a proposal for a Digital Services Act(the“DSA”)to modernize the E-CommerceDirec

320、tive with regard to,among other things,illegal services or content,traceability of business users,and transparency measures,including on the algorithms used forrecommendation.The newly proposed instrument is still going through the legislative process.However,once adopted,it could potentially disinc

321、entivize certain Hosts to usethe platforms services by substantially increasing traceability obligations of the platform.Macroeconomic pressures and public policy concerns could continue to lead to newlaws and regulations,or interpretations of existing laws and regulations,or widespread enforcement

322、actions that limit the ability of Hosts to share their spaces.If laws,regulations,rules,or agreements significantly restrict or discourage Hosts in certain jurisdictions from sharing their properties,it would have a material adverse effect on ourbusiness,results of operations,and financial condition

323、.While a number of cities and countries have implemented legislation to address short-term rentals,there are many others that are not yet explicitly addressing or enforcingshort-term rental or long-term rental laws,and could follow suit and enact regulations with direct requirements on platforms suc

324、h as Airbnb.New laws,regulations,governmentpolicies,or changes in their interpretations in the over 100,000 cities and towns where we operate entail significant challenges and uncertainties.In the event of any suchchanges,pre-existing bookings may not be honored and current and future listings and b

325、ookings could decline significantly,and our relationship with our Hosts and guestscould be negatively impacted,which would have a materially adverse effect on our business,results of operations,and financial condition.For example,if new regulationsrequiring us to share Host data with such government

326、al organizations or to ensure that Hosts have a registration or permit number before publishing their listings or some otherform of regulation are implemented,our revenue from listings there may be substantially reduced due to the departure from our platform of Hosts who do not wish to share theirda

327、ta or to obtain a registration or permit number.A reduction in supply and cancellations could make our platform less attractive to guests,and any reduction in the number ofguests could further reduce the number of Hosts on our platform.15Table of ContentsWhile we seek to work with governments,we hav

328、e in the past,and are likely in the future to,become involved in disputes with government agencies regarding such laws andregulations.For example,some governments have attempted to impose fines on us regarding what they contend is illegal offering of short-term accommodations in violation ofapplicab

329、le laws.Certain jurisdictions have adopted laws and regulations that seek to impose various types of taxes,including lodging taxes,often known as transient oroccupancy taxes,on our guests,collection and remittance obligations on our Hosts and/or us,and withholding obligations on us,as more fully des

330、cribed in our risk factor titled“Uncertainty in the application of taxes to our Hosts,guests,or platform could increase our tax liabilities and may discourage Hosts and guests from conducting business onour platform.”In addition,some third parties and regulators have asserted that we,through our ope

331、rations,are subject to regulations with respect to short-term rentals,Hostregistration,licensing,and other requirements for the listing of accommodations and experiences,such as real estate broker or agent licenses,travel agency licenses,e-commerce platform operator,and insurance-related licenses.We

332、 could be held liable and incur significant financial and potential criminal penalties if we are found to haveviolated any of these regulations.In certain jurisdictions,we have resolved disputes concerning the application of these laws and regulations by agreeing,among other things,to remove listing

333、s from our platform at the request of government entities,to require Hosts to enter a permit or registration number or take other action before publishing listingson our platform,to share certain data with government agencies to assist in the enforcement of limits on short-term or long-term rentals as well as the enforcement of safetyregulations,and to implement measures to confirm to the governme