Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 10, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-39778 | ||
Entity Registrant Name | Airbnb, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-3051428 | ||
Entity Address, Address Line One | 888 Brannan Street | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94103 | ||
City Area Code | 415 | ||
Local Phone Number | 510-4027 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | ABNB | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 50,300,000,000 | ||
Documents Incorporated by Reference | The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2022, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001559720 | ||
Amendment Flag | false | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 371,167,573 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 262,505,367 | ||
Common Class C | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Common Class H | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,200,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 6,067,438 | $ 5,480,557 |
Marketable securities | 2,255,038 | 910,700 |
Restricted cash | 14,764 | 33,846 |
Funds receivable and amounts held on behalf of customers | 3,715,471 | 2,181,329 |
Prepaids and other current assets (including customer receivables of $189,753 and $142,519 and allowances of $90,547 and $30,870, respectively) | 333,669 | 309,954 |
Total current assets | 12,386,380 | 8,916,386 |
Property and equipment, net | 156,585 | 270,194 |
Operating lease right-of-use assets | 272,036 | 384,068 |
Intangible assets, net | 52,308 | 75,886 |
Goodwill | 652,602 | 655,801 |
Other assets, noncurrent | 188,563 | 189,164 |
Total assets | 13,708,474 | 10,491,499 |
Current liabilities: | ||
Accounts payable | 118,361 | 79,898 |
Operating lease liabilities, current | 63,479 | 56,586 |
Accrued expenses and other current liabilities | 1,558,243 | 2,414,071 |
Funds payable and amounts payable to customers | 3,715,471 | 2,181,329 |
Unearned fees | 903,728 | 407,895 |
Total current liabilities | 6,359,282 | 5,139,779 |
Long-term debt, net of current portion | 1,982,537 | 1,815,562 |
Operating lease liabilities, noncurrent | 372,483 | 430,905 |
Other liabilities, noncurrent | 218,459 | 203,470 |
Total liabilities | 8,932,761 | 7,589,716 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, value, issued | 63 | 60 |
Additional paid-in capital | 11,140,284 | 8,904,791 |
Accumulated other comprehensive income (loss) | (6,893) | 2,639 |
Accumulated deficit | (6,357,741) | (6,005,707) |
Total stockholders’ equity | 4,775,713 | 2,901,783 |
Total liabilities and stockholders’ equity | $ 13,708,474 | $ 10,491,499 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Customer receivables | $ 142,519 | $ 189,753 |
Customer receivables, allowance | $ 30,870 | $ 90,547 |
Stockholders’ equity: | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common Class A | ||
Stockholders’ equity: | ||
Common stock, par value (in USD per share) | $ 0.0001 | |
Common stock authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock issued (in shares) | 364,500,000 | 115,500,000 |
Common stock outstanding (in shares) | 364,500,000 | 115,500,000 |
Common Class B | ||
Stockholders’ equity: | ||
Common stock, par value (in USD per share) | $ 0.0001 | |
Common stock authorized (in shares) | 710,000,000 | 710,000,000 |
Common stock issued (in shares) | 269,024,000 | 483,697,000 |
Common stock outstanding (in shares) | 269,024,000 | 483,697,000 |
Common Class C | ||
Stockholders’ equity: | ||
Common stock authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock issued (in shares) | 0 | 0 |
Common stock outstanding (in shares) | 0 | 0 |
Common Class H | ||
Stockholders’ equity: | ||
Common stock authorized (in shares) | 26,000,000 | 26,000,000 |
Common stock issued (in shares) | 9,200,000 | 9,200,000 |
Common stock outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Revenue | $ 5,991,760 | $ 3,378,199 | $ 4,805,239 |
Costs and expenses: | |||
Cost of revenue | 1,155,833 | 876,042 | 1,196,313 |
Operations and support | 847,057 | 877,901 | 815,074 |
Product development | 1,425,048 | 2,752,872 | 976,695 |
Sales and marketing | 1,186,332 | 1,175,325 | 1,621,519 |
General and administrative | 835,324 | 1,134,851 | 697,181 |
Restructuring charges | 112,849 | 151,355 | 0 |
Total costs and expenses | 5,562,443 | 6,968,346 | 5,306,782 |
Income (loss) from operations | 429,317 | (3,590,147) | (501,543) |
Interest income | 12,734 | 27,117 | 85,902 |
Interest expense | (437,599) | (171,688) | (9,968) |
Other income (expense), net | (304,659) | (947,220) | 13,906 |
Loss before income taxes | (300,207) | (4,681,938) | (411,703) |
Provision for (benefit from) income taxes | 51,827 | (97,222) | 262,636 |
Net loss | $ (352,034) | $ (4,584,716) | $ (674,339) |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in Shares) | 615,891 | 284,363 | 260,556 |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, Basic (in shares) | 615,891 | 284,363 | 260,556 |
Common Class A | |||
Costs and expenses: | |||
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (0.57) | $ (16.12) | $ (2.59) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (0.57) | $ (16.12) | $ (2.59) |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in Shares) | 615,891 | 284,363 | 260,556 |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, Basic (in shares) | 615,891 | 284,363 | 260,556 |
Common Class B | |||
Costs and expenses: | |||
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (0.57) | $ (16.12) | $ (2.59) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (0.57) | $ (16.12) | $ (2.59) |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in Shares) | 615,891 | 284,363 | 260,556 |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, Basic (in shares) | 615,891 | 284,363 | 260,556 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (352,034) | $ (4,584,716) | $ (674,339) |
Other comprehensive income (loss): | |||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | (3,609) | 12 | 1,493 |
Foreign currency translation adjustments | (5,923) | 7,037 | 2,009 |
Other comprehensive income (loss) | (9,532) | 7,049 | 3,502 |
Comprehensive loss | $ (361,566) | $ (4,577,667) | $ (670,837) |
Statement of Shareholders' Equi
Statement of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2018 | 239,624 | ||||||
Beginning balance at Dec. 31, 2018 | $ 3,231,502 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 239,624 | ||||||
Ending balance at Dec. 31, 2019 | $ 3,231,502 | ||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 258,092 | ||||||
Beginning balance at Dec. 31, 2018 | (517,308) | $ 22,236 | $ 26 | $ 259,466 | $ (7,912) | $ (768,888) | $ 22,236 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (674,339) | (674,339) | |||||
Other comprehensive income | 3,502 | 3,502 | |||||
Issuance of common stock for vesting of restricted stock units (in shares) | 1 | ||||||
Issuance of common stock for acquisition of businesses (in shares) | 4,307 | ||||||
Issuance of common stock for acquisition of businesses | 240,687 | 240,687 | |||||
Exercise of common stock options (in shares) | 897 | ||||||
Exercise of common stock options | 5,873 | 5,873 | |||||
Exercise of common stock warrant (in shares) | 145 | ||||||
Restricted stock issued with compensation arrangements (in shares) | 372 | ||||||
Reclassification of derivative warrant liability to equity | 14,117 | 14,117 | |||||
Stock-based compensation | 97,547 | 97,547 | |||||
Ending balance (in shares) at Dec. 31, 2019 | 263,814 | ||||||
Ending balance at Dec. 31, 2019 | $ (807,685) | $ 26 | 617,690 | (4,410) | (1,420,991) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | ||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (239,624) | ||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (3,231,502) | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||
Ending balance at Dec. 31, 2020 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (4,584,716) | (4,584,716) | |||||
Other comprehensive income | 7,049 | 7,049 | |||||
Capital contribution from founders | $ 14,615 | 14,615 | |||||
Cancellation of restricted stock awards (in shares) | (21) | ||||||
Exercise of common stock options (in shares) | 7,496 | 7,495 | |||||
Exercise of common stock options | $ 15,074 | 15,074 | |||||
Exercise of common stock warrant (in shares) | 238 | ||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs (in shares) | 55,000 | ||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs | 3,650,870 | $ 6 | 3,650,864 | ||||
Issuance of common stock upon settlement of RSUs, net of shares withheld (in shares) | 31,760 | ||||||
Issuance of common stock upon settlement of RSUs, net of shares withheld | (1,650,454) | $ 4 | (1,650,458) | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 240,911 | ||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 3,231,502 | $ 24 | 3,231,478 | ||||
Settlement of contingent consideration liability settled in shares | 22,363 | 22,363 | |||||
Stock-based compensation | 3,003,165 | 3,003,165 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 599,197 | ||||||
Ending balance at Dec. 31, 2020 | $ 2,901,783 | $ 60 | 8,904,791 | 2,639 | (6,005,707) | ||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (352,034) | (352,034) | |||||
Other comprehensive income | $ (9,532) | (9,532) | |||||
Exercise of common stock options (in shares) | 17,707 | 17,707 | |||||
Exercise of common stock options | $ 137,572 | $ 3 | 137,569 | ||||
Reclassification of derivative warrant liability to equity | 1,277,168 | 1,277,168 | |||||
Issuance of common stock upon settlement of RSUs, net of shares withheld (in shares) | 15,668 | ||||||
Issuance of common stock upon settlement of RSUs, net of shares withheld | (43,956) | (43,956) | |||||
Purchase of capped calls | (100,200) | (100,200) | |||||
Issuance of common stock under employee stock purchase plan, net of shares withheld (in shares) | 952 | ||||||
Issuance of common stock under employee stock purchase plan, net of shares withheld | 50,621 | 50,621 | |||||
Stock-based compensation | 914,291 | 914,291 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 633,524 | ||||||
Ending balance at Dec. 31, 2021 | $ 4,775,713 | $ 63 | $ 11,140,284 | $ (6,893) | $ (6,357,741) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (352,034) | $ (4,584,716) | $ (674,339) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |||
Depreciation and amortization | 138,319 | 125,876 | 114,162 |
Bad debt expense | 27,285 | 107,685 | 77,053 |
Stock-based compensation expense | 898,830 | 3,001,948 | 97,547 |
Deferred income taxes | 10,935 | (19,601) | (5,627) |
Impairment of investments | 3,081 | 82,125 | 27,751 |
(Gain) loss on investments, net | (8,253) | 31,457 | (38,472) |
Change in fair value of warrant liability | 291,987 | 868,539 | (286) |
Amortization of debt discount and debt issuance costs | 8,444 | 18,323 | 0 |
Noncash interest expense, net | 6,806 | 5,769 | 4,153 |
Foreign exchange (gain) loss | 24,371 | (53,176) | 2,927 |
Impairment of long-lived assets | 112,545 | 35,772 | 0 |
Loss from extinguishment of debt | 377,248 | 0 | 0 |
Other, net | 12,207 | 34,877 | (2,524) |
Changes in operating assets and liabilities, net of acquisitions: | |||
Prepaids and other assets | (54,351) | (15,863) | (186,445) |
Operating lease right-of-use assets | 25,156 | (33,280) | 49,126 |
Accounts payable | 39,946 | (73,111) | 75,716 |
Accrued expenses and other liabilities | 165,130 | 43,756 | 547,654 |
Operating lease liabilities | (33,774) | 60,897 | (41,923) |
Unearned fees | 495,816 | (267,009) | 176,254 |
Net cash provided by (used in) operating activities | 2,189,694 | (629,732) | 222,727 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (25,322) | (37,371) | (125,452) |
Purchases of marketable securities | (4,938,188) | (3,032,664) | (1,016,155) |
Sales of marketable securities | 1,584,188 | 1,348,173 | 609,438 |
Maturities of marketable securities | 2,026,867 | 1,810,052 | 551,647 |
Payments for equity investments in privately-held companies | 0 | 0 | (208,182) |
Acquisitions, net of cash acquired | 0 | 0 | (192,116) |
Other investing activities, net | 500 | (8,600) | 33,665 |
Net cash provided by (used in) investing activities | (1,351,955) | 79,590 | (347,155) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and offering costs | 0 | 3,650,870 | 0 |
Taxes paid related to net share settlement of equity awards | (53,955) | (1,650,454) | 0 |
Proceeds from issuance of long-term debt and warrants, net of issuance costs | 0 | 1,928,880 | 0 |
Principal repayment of long-term debt | (1,995,000) | (5,000) | 0 |
Prepayment penalty on long-term debt | (212,883) | 0 | 0 |
Proceeds from issuance of convertible senior notes, net of issuance costs | 1,979,166 | 0 | 0 |
Purchases of capped calls related to convertible senior notes | (100,200) | 0 | 0 |
Proceeds from exercise of stock options | 137,572 | 15,074 | 5,873 |
Proceeds from the issuance of common stock under employee stock purchase plan | 50,621 | 0 | 0 |
Change in funds payable and amounts payable to customers | 1,625,838 | (1,012,081) | 848,706 |
Other financing activities, net | 0 | 13,525 | 0 |
Net cash provided by financing activities | 1,431,159 | 2,940,814 | 854,579 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (209,861) | 134,137 | (25,284) |
Net increase in cash, cash equivalents, and restricted cash | 2,059,037 | 2,524,809 | 704,867 |
Cash, cash equivalents, and restricted cash, beginning of year | 7,668,252 | 5,143,443 | 4,438,576 |
Cash, cash equivalents, and restricted cash, end of year | 9,727,289 | 7,668,252 | 5,143,443 |
Supplemental disclosures of cash flow information: | |||
Cash paid for income taxes, net of refunds | 17,291 | 15,103 | 28,192 |
Cash paid for interest | 49,892 | 129,798 | 5,178 |
Noncash investing and financing activities: | |||
Common stock and stock awards issued for acquisitions | $ 0 | $ 0 | $ 240,687 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Airbnb, Inc. (the “Company” or “Airbnb”) was incorporated in Delaware in June 2008 and is headquartered in San Francisco, California. The Company operates a global platform for unique stays and experiences. The Company’s marketplace model connects Hosts and guests (collectively referred to as “customers”) online or through mobile devices to book spaces and experiences around the world. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Stock Split On October 26, 2020, the Company effected a two-for-one stock split of its common stock and redeemable convertible preferred stock. All share and per share information has been retroactively adjusted to reflect the stock split for all periods presented. Initial Public Offering The Company’s registration statement on Form S-1 (the “IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective on December 9, 2020 and the Company’s Class A common stock began trading on the Nasdaq Global Select Market on December 10, 2020. On December 14, 2020, the Company completed its IPO, in which the Company sold 50.0 million shares of Class A common stock at a price to the public of $68.00 per share. On the same day, the Company sold an additional 5.0 million shares of Class A common stock at a price to the public of $68.00 per share pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company received aggregate net proceeds of $3.7 billion after deducting underwriting discounts and commissions of $79.3 million and offering expenses of $9.8 million. Upon completing the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock, of which 239,623,894 shares were outstanding prior to the IPO, converted into an aggregate of 240,910,588 shares of the Company’s Class B common stock, including 1,286,694 shares of common stock issuable pursuant to the anti-dilution adjustment provisions relating to the Company’s Series C redeemable convertible preferred stock. Upon the Company’s IPO, the Company recognized $2.8 billion of stock-based compensation expense for awards with a liquidity-event performance-based vesting condition satisfied at IPO. Shares were then issued related to the vesting of the restricted stock units ("RSUs") with such performance-based vesting conditions. The Company withheld 24.2 million shares of common stock based on the IPO price of $68.00 per share to satisfy tax withholding and remittance of approximately $1.6 billion. Under the Company’s restated certificate of incorporation, which became effective immediately prior to the completion of the IPO, the Company is authorized to issue 4,736,000,000 shares of common stock, including 2,000,000,000 shares of Class A common stock, 710,000,000 shares of Class B common stock, 2,000,000,000 shares of Class C common stock and 26,000,000 shares of Class H common stock. As a result, following the completion of the IPO, the Company has four classes of authorized common stock: Class A, Class B, Class C, and Class H common stock, of which Class A and Class B had shares outstanding as of December 31, 2020. In November 2020, 9,200,000 shares of Class H common stock were issued to the Company’s wholly-owned Host Endowment Fund subsidiary and held as treasury stock. COVID-19 Pandemic Beginning in 2020, the coronavirus (“COVID-19”) pandemic severely restricted the level of economic activity globally and continues to have an unprecedented effect on the global travel and hospitality industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations, led to unprecedented levels of booking cancellations. The extent and duration of the impact of the COVID-19 pandemic over the longer term remain uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the introduction and spread of new variants of the virus, including, for example, the Omicron variant which emerged in November of 2021, that may be more easily transmittable and resistant to currently approved vaccines, the continuation of existing or implementation of new government travel restrictions, the extent and effectiveness of containment actions taken, including mobility restrictions, the timing, availability, and effectiveness of vaccines, and the impact of these and other factors on travel behavior in general, and on the Company’s business in particular, which may result in a reduction in bookings and an increase in booking cancellations. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and variable interest entities (“VIE”) in which the Company is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany transactions have been eliminated in consolidation. The Company determines, at the inception of each arrangement, whether an entity in which it has made an investment or in which it has other variable interest in is considered a VIE. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct the activities that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, the Company determines whether any changes in its interest or relationship with the entity impact the determination of whether the entity is still a VIE and, if so, whether the Company is the primary beneficiary. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of December 31, 2020 and 2021, the Company’s consolidated VIEs were not material to the consolidated financial statements. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates its estimates, including those related to bad debt reserves, fair value of investments, useful lives of long-lived assets and intangible assets, valuation of acquired goodwill and intangible assets from acquisitions, contingent liabilities, insurance reserves, revenue recognition, valuation of common stock, stock-based compensation, and income and non-income taxes, among others. Actual results could differ materially from these estimates. Segment Information Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company has determined it has one operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents are held in checking and interest-bearing accounts and consist of cash and highly-liquid securities with an original maturity of 90 days or less. The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s consolidated balance sheets to the total amount presented in the consolidated statements of cash flows (in thousands): As of December 31, 2019 2020 2021 Cash and cash equivalents $ 2,013,547 $ 5,480,557 $ 6,067,438 Cash and cash equivalents included in funds receivable and amounts held on behalf of customers 3,129,781 2,153,849 3,645,087 Restricted cash 115 33,846 14,764 Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows $ 5,143,443 $ 7,668,252 $ 9,727,289 Marketable Securities The Company considers all highly-liquid investments with original maturities of greater than 90 days to be marketable securities. The Company determines the appropriate classification of its investments in marketable securities at the time of purchase. As the Company views these securities as available to support current operations, it accounts for these debt securities as available-for-sale and classifies them as short-term assets on its consolidated balance sheets. The Company determines realized gains or losses on the sale of equity and debt securities on a specific identification method. Unrealized gains and non-credit related losses on available-for-sale debt securities are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and impairments are reported within other income (expense), net in the consolidated statements of operations. The assessment for impairment takes into account the severity and duration of the decline in value, adverse changes in the market or industry of the investee, the Company’s intent to sell the security and whether it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis. The Company’s marketable equity securities with readily determinable fair values are measured at fair value on a recurring basis with changes in fair value recognized within other income (expense), net in the consolidated statements of operations. The Company records an impairment of its available-for-sale debt securities if the amortized cost basis exceeds its fair value and if the Company has the intention to sell the security or if it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the unrealized loss is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance on the consolidated balance sheets with a corresponding charge in the consolidated statements of operations. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds the Company’s best estimate of the present value of cash flows expected to be collected. Any remaining decline in fair value that is non-credit related is recognized in other comprehensive income (loss). Improvements in expected cash flows due to improvements in credit are recognized through reversal of the credit loss and corresponding reduction in the allowance for credit loss. Non-Marketable Investments Non-marketable investments consist of debt and equity investments in privately-held companies, which are classified as other assets, noncurrent on the consolidated balance sheets. The Company classifies its non-marketable investments that meet the definition of a debt security as available-for-sale. The accounting policy for debt securities classified as available-for-sale is described above. The Company’s non-marketable equity investments are accounted for using either the equity method of accounting or as equity investments without readily determinable fair values under the measurement alternative. The Company uses the equity method if it has the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. For investments accounted for using the equity method, the Company’s proportionate share of its equity interest in the net income (loss) and other comprehensive income (loss) of these companies is recorded in the consolidated statements of operations within other income (expense), net. The carrying amount of the investment in equity interests is adjusted to reflect the Company’s interest in the investee’s net income or loss and any impairments and is classified in other assets, noncurrent on the consolidated balance sheets. Equity investments for which the Company is not able to exercise significant influence over the investee and for which fair value is not readily determinable are accounted for using the measurement alternative. Such investments are carried at cost, less any impairments, and are adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. This election is reassessed each reporting period to determine whether non-marketable equity securities have a readily determinable fair value, in which case they would no longer be eligible for this election. Changes in the basis of the equity investment are recognized in other income (expense), net in the consolidated statements of operations. The Company reviews its non-marketable debt and equity investments for impairment at the end of each reporting period or whenever events or circumstances indicate that the carrying value may not be fully recoverable. Impairment indicators might include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. Upon determining that an impairment exists, the Company recognizes as an impairment in other income (expense), net in the consolidated statements of operations the amount by which the carrying value exceeds the fair value of the investment. Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements. The authoritative guidance on fair value measurements establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. This hierarchy requires the Company to use observable market data when available and to minimize the use of unobservable inputs when determining fair value. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Financial instruments measured and disclosed at fair value are classified and disclosed based on the observability of inputs used in the determination of fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Observable inputs other than Level 1 prices, such as quoted prices in less active markets or model-derived valuations that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities. The carrying amount of the Company’s financial instruments, including cash equivalents, funds receivable and amounts held on behalf of customers, accounts payable, accrued liabilities, funds payable and amounts payable to customers, and unearned fees approximate their respective fair values because of their short maturities. Level 2 Valuation Techniques Financial instruments classified as Level 2 within the Company’s fair value hierarchy are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. Prices of these securities are obtained through independent, third-party pricing services and include market quotations that may include both observable and unobservable inputs. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. The Company’s foreign exchange derivative instruments are valued using pricing models that take into account the contract terms, as well as multiple inputs where applicable, such as interest rate yield curves and currency rates. Level 3 Valuation Techniques Financial instruments classified as Level 3 within the Company’s fair value hierarchy consist primarily of a derivative warrant liability relating to the warrants issued in conjunction with the second lien loan discussed in Note 10, Debt . Valuation techniques for the derivative warrant liability include the Black-Scholes option-pricing model with key assumptions such as stock price volatility, expected term, and risk-free interest rates. Internal-Use Software The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Amortization of such costs begins when the project is substantially complete and ready for its intended use. Capitalized software development costs are classified as property and equipment, net on the consolidated balance sheets and are amortized using the straight-line method over the estimated useful life of the applicable software. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives indicated below: Asset Category Period Computer equipment 5 years Computer software and capitalized internal-use software 1.5 to 3 years Office furniture and equipment 5 years Buildings 25 to 40 years Leasehold improvements Lesser of estimated useful life or remaining lease term Costs of maintenance and repairs that do not improve or extend the useful lives of assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statements of operations. Business Combinations The Company accounts for business combinations using the acquisition method of accounting, under which assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition, with the exception of contract assets and liabilities which are accounted for in accordance with Topic 606. The excess purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred. Leases The Company determines whether an arrangement is or contains a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has real estate and equipment lease agreements that contain lease and non-lease components, which are accounted for as a single lease component. The Company’s leases often contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives, primarily used to fund leasehold improvements, are recognized when earned and reduce the Company’s right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. For substantially all leases with an initial non-cancelable lease term of less than one year and no option to purchase, the Company elected not to recognize the lease on its Consolidated Balance Sheets and instead recognize rent payments on a straight-line basis over the lease term within operating expense on its Consolidated Statements of Operations. The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019. Upon adoption, the Company recognized an operating lease ROU asset of $340.2 million and lease liabilities of $366.0 million, as well as a cumulative-effect adjustment to the opening balance of accumulated deficit of $22.2 million. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company has one reporting unit. The Company tests goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. There were no impairment charges in any of the periods presented in the consolidated financial statements. Refer to Note 6, Intangible Assets and Goodwill , for additional information. Intangible Assets Intangible assets are amortized on a straight-line basis over the estimated useful lives ranging from one Intangible Assets and Goodwill , for additional information. Impairment of Long-Lived Assets Long-lived assets that are held and used by the Company are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted cash flows resulting from the use of the asset and its eventual disposition. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary. Any impairments to ROU assets, leasehold improvements, or other assets as a result of a sublease, abandonment, or other similar factor are initially recognized when a decision to do so is made and recorded as an operating expense. Similar to other long-lived assets, management tests ROU assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. For ROU assets, such circumstances may include subleases that do not fully recover the costs of the associated leases or a decision to abandon the use of all or part of an asset. For the years ended December 31, 2020 and 2021, the Company recorded $35.8 million and $112.5 million, respectively, of long-lived asset impairment charges within restructuring charges in the consolidated statement of operations. The Company had no impairments of long-lived assets for the year ended December 31, 2019. Revenue Recognition The Company generates substantially all of its revenue from facilitating guest stays at accommodations offered by Hosts on the Company’s platform. The Company considers both Hosts and guests to be its customers. The customers agree to the Company’s Terms of Service (“ToS”) to use the Company’s platform. Upon confirmation of a booking made by a guest, the Host agrees to provide the use of the property. At such time, the Host and guest also agree upon the applicable booking value as well as Host fees and guest fees (collectively “service fees”). The Company charges service fees in exchange for certain activities, including the use of the Company’s platform, customer support, and payment processing activities. These activities are not distinct from each other and are not separate performance obligations. As a result, the Company’s single performance obligation is to facilitate a stay, which occurs upon the completion of a check-in event (a “check-in”). The Company recognizes revenue upon check-in as its performance obligation is satisfied upon check-in and the Company has the right to receive payment for the fulfillment of the performance obligation. The Company charges service fees to its customers as a percentage of the value of the booking, excluding taxes. The Company collects both the booking value from the guest on behalf of the Host and the applicable guest fees owed to the Company using the guest’s pre-authorized payment method. After check-in, the Company disburses the booking value to the Host, less the fees due from the Host to the Company. The Company’s ToS stipulates that a Host may cancel a confirmed booking at any time up to check-in. Therefore, the Company determined that for accounting purposes, each booking is a separate contract with the Host and guest, and the contracts are not enforceable until check-in. Since an enforceable contract for accounting purposes is not established until check-in, there were no partially satisfied or unsatisfied performance obligations as of December 31, 2020 and 2021. The service fees collected from customers prior to check-in are recorded as unearned fees. Unearned fees are not considered contract balances because they are subject to refund in the event of a cancellation. Guest stays of at least 28 nights are considered long-term stays. The Company charges service fees to facilitate long-term stays on a monthly basis. Such stays are generally cancelable with a 30 days advance notice for no significant penalty. Accordingly, long-term stays are treated as month-to-month contracts; each month is a separate contract with the Host and guest, and the contracts are not enforceable until check-in for the initial month as well as subsequent monthly extensions. The Company’s performance obligation for long-term stays is the same as that for short-term stays. The Company recognizes revenue for the first month upon check-in, similar to short-term stays, and recognizes revenue for any subsequent months upon each month’s anniversary from initial check-in date. The Company evaluates the presentation of revenue on a gross versus net basis based on whether or not it is the principal (gross) or the agent (net) in the transaction. As part of the evaluation, the Company considers whether it controls the right to use the property before control is transferred. Indicators of control that the Company considers include whether the Company is primarily responsible for fulfilling the promise associated with the rental of the property, whether it has inventory risk associated with the property, and whether it has discretion in establishing the prices for the property. The Company determined that it does not control the right to use the properties either before or after completion of its service. Accordingly, the Company has concluded that it is acting in an agent capacity and revenue is presented net reflecting the service fees received from Hosts and guests to facilitate a stay. The Company has elected to recognize the incremental costs of obtaining a contract, including the costs of certain referrer fees, as an expense when incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company has no significant financing components in its contracts with customers. The Company has elected to exclude from revenue, taxes assessed by a governmental authority that are both imposed on and are concurrent with specific revenue producing transactions. Accordingly, such amounts are not included as a component of revenue or cost of revenue. Payments to Customers The Company makes payments to customers as part of its referral programs and marketing promotions, collectively referred to as the Company’s incentive programs, and refund activities. The payments are generally in the form of coupon credits to be applied toward future bookings or as cash refunds. Incentive Programs The Company encourages the use of its platform and attracts new customers through its incentive programs. Under the Company’s referral program, the referring party (the “referrer”) earns a coupon when the new guest or Host (the “referee”) completes their first stay on the Company’s platform. Incentives earned by customers for referring new customers are paid in exchange for a distinct service and are accounted for as customer acquisition costs. The Company records the incentive as a liability at the time the incentive is earned by the referrer with the corresponding charge recorded to sales and marketing expense in the same way the Company accounts for other marketing services from third-party vendors. Any amounts paid in excess of the fair value of the referral service received are recorded as a reduction of revenue. Fair value of the service is established using amounts paid to vendors for similar services. Customer referral coupon credits generally expire within one year from issuance and the Company estimates the redemption rates using its historical experience. As of December 31, 2020 and 2021, the referral coupon liability was not material. Through marketing promotions, the Company issues customer coupon credits to encourage the use of its platform. After a customer redeems such incentives, the Company records a reduction to revenue at the date it records the corresponding revenue transaction, as the Company does not receive a distinct good or service in exchange for the customer incentive payment. Refunds In certain instances, the Company issues refunds to customers as part of its customer support activities in the form of cash or credits to be applied toward a future booking. There is no legal obligation to issue such refunds to Hosts or guests on behalf of its customers. The Company accounts for refunds, net of any recoveries, as variable consideration, which results in a reduction to revenue. The Company reduces the transaction price by the estimated amount of the payments by applying the most likely outcome method based on known facts and circumstances and historical experience. The estimate for variable consideration was not material as of December 31, 2020 and 2021. The Company evaluates whether the cumulative amount of payments made to customers that are not in exchange for a distinct good or service received from customers exceeds the cumulative revenue earned since inception of the customer relationships. Any cumulative payments in excess of cumulative revenue are presented within operations and support or sales and marketing on the consolidated statements of operations based on the nature of the payments made to customers. The following table summarizes total payments made to customers (in thousands): Year Ended December 31, 2019 2020 2021 Reductions to revenue $ 274,461 $ 384,181 $ 156,160 Charges to operations and support 103,364 83,093 68,850 Charges to sales and marketing expense 129,623 56,680 46,730 Total payments made to customers $ 507,448 $ 523,954 $ 271,740 Funds Receivable and Funds Payable Funds receivable and amounts held on behalf of customers represent cash received or in-transit from guests via third-party credit card processors and other payment methods, which the Company remits for payment to the Hosts following check-in. This cash and related receivable represent the total amount due to Hosts, and as such, a liability for the same amount is recorded to funds payable and amounts payable to customers. The Company records guest payments, net of service fees, as funds receivable and amounts held on behalf of customers with a corresponding amount in funds payable and amounts payable to customers when cash is received in advance of check-in. Host and guest fees are recorded as cash with a corresponding amount in unearned fees. For certain bookings, a guest may opt to pay a percentage of the total amount due when the booking is confirmed, with the remaining balance due prior to the stay occurring (the “Pay Less Upfront Program”). Under the Pay Less Upfront Program, when the Company receives the first installment payment from the guest upon confirmation of the booking, the Company records the first installment payment as funds receivable and amounts held on behalf of customers with a correspo |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Debt Securities The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of the Company’s available-for-sale debt securities aggregated by investment category (in thousands): December 31, 2020 Classification as of December 31, 2020 Cost or Gross Gross Total Cash and Marketable Other Funds Receivable (2) Certificates of deposit $ 421,272 $ — $ — $ 421,272 $ 278,281 $ 142,991 $ — $ — Government bonds (1) 1,924,988 65 (1) 1,925,052 1,392,966 65,867 — 466,219 Commercial paper 1,021,150 — — 1,021,150 779,527 241,623 — — Corporate debt securities 508,901 1,475 (1,635) 508,741 229,633 267,618 11,490 — Mortgage-backed and asset-backed securities 36,553 913 (113) 37,353 — 37,353 — — Total $ 3,912,864 $ 2,453 $ (1,749) $ 3,913,568 $ 2,680,407 $ 755,452 $ 11,490 $ 466,219 (1) Includes U.S. government and government agency debt securities (2) Funds receivable and amounts held on behalf of customers December 31, 2021 Classification as of December 31, 2021 Cost or Gross Gross Total Cash and Marketable Other Funds Receivable (2) Certificates of deposit $ 395,351 $ — $ — $ 395,351 $ 31,117 $ 364,234 $ — $ — Government bonds (1) 850 13 — 863 — 863 — — Commercial paper 1,156,963 — — 1,156,963 163,959 993,004 — — Corporate debt securities 917,718 220 (3,147) 914,791 41,439 862,901 10,451 — Mortgage-backed and asset-backed securities 34,019 338 (321) 34,036 — 34,036 — — Total $ 2,504,901 $ 571 $ (3,468) $ 2,502,004 $ 236,515 $ 2,255,038 $ 10,451 $ — (1) Includes U.S. government and government agency debt securities (2) Funds receivable and amounts held on behalf of customers As of December 31, 2020 and 2021, the Company did not have an allowance for credit losses related to its available-for-sale debt securities. Before reclassifications of gains and losses from accumulated other comprehensive income (loss) on the consolidated balance sheets to other income (expense), net in the consolidated statements of operations, unrealized gains and losses and the associated tax amounts, for the years ended December 31, 2019, 2020, and 2021, were not material. Realized gains and losses reclassified from accumulated other comprehensive income (loss) to other income (expense), net were not material for the years ended December 31, 2019, 2020, and 2021. Debt securities in an unrealized loss position had an estimated fair value of $139.7 million and an immaterial amount of unrealized losses as of December 31, 2019, an estimated fair value of $229.7 million and $1.7 million unrealized losses as of December 31, 2020, and an estimated fair value of $801.5 million and $3.5 million unrealized losses as of December 31, 2021. None of these securities were in a continuous unrealized loss position for more than twelve months as of December 31, 2019 and an immaterial amount of securities were in a continuous loss position for more than twelve months as of December 31, 2020 and 2021. During the years ended December 31, 2019, 2020, and 2021, the Company did not consider any of its marketable debt securities to be other-than-temporarily impaired. During the year ended December 31, 2019, the Company recorded an impairment charge for an available-for-sale non-marketable debt investment totaling $18.0 million. During the years ended December 31, 2020 and 2021, the Company did not record any impairment charges for its available-for-sale non-marketable debt investments. The following table summarizes the contractual maturities of the Company’s available-for-sale debt securities (in thousands): December 31, 2021 Amortized Estimated Due within one year $ 2,359,069 $ 2,358,792 Due in one year to five years 130,273 127,861 Due within five to ten years 13,019 12,837 Due beyond ten years 2,540 2,514 Total $ 2,504,901 $ 2,502,004 Equity Investments Equity Investments with Readily Determinable Fair Values As of December 31, 2020 and 2021, the Company had equity investments with readily determinable fair value totaling $155.2 million and zero, respectively, which consisted of mutual funds measured at fair value and classified within marketable securities on the consolidated balance sheet. Equity Investments Without Readily Determinable Fair Values The Company holds investments in privately-held companies in the form of equity securities without readily determinable fair values and in which the Company does not have a controlling interest or significant influence. These investments had net carrying value of $78.1 million and $75.0 million, as of December 31, 2020 and 2021, respectively, and are classified within other assets on the consolidated balance sheets. These investments were initially recorded using the measurement alternative at cost and are subsequently adjusted to fair value for impairments and price changes from observable transactions in the same or similar security from the same issuer. The following table summarizes the total carrying value of equity investments without readily determinable fair values (in thousands): Year Ended December 31, 2020 2021 Carrying value, beginning of period $ 131,210 $ 78,074 Downward adjustments for observable price changes and impairment (53,136) (3,081) Carrying value, end of period $ 78,074 $ 74,993 As of December 31, 2020 and 2021, there were no upward adjustments for price changes to the Company’s equity investments without readily determinable fair values. The Company did not record any realized gains or losses for the Company’s equity investments without readily determinable fair value during the years ended December 31, 2019, 2020, and 2021, respectively. The Company did not record any impairment charges during the year ended December 31, 2019, and recorded impairment charges of $53.1 million and $3.1 million, for the years ended December 31, 2020 and 2021, respectively. The following table summarizes the cumulative impairment charges of equity investments without readily determinable fair values (in thousands): As of December 31, 2020 2021 Cumulative downward adjustments for observable price changes and impairment $ 53,136 $ 56,217 Gains and Losses on Equity Investments |
Investments Accounted for Under
Investments Accounted for Under the Equity Method | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments Accounted for Under the Equity Method | Investments Accounted for Under the Equity Method As of December 31, 2020 and 2021, the carrying values of the Company’s equity method investments were $21.0 million and $17.4 million, respectively. For the years ended December 31, 2019, 2020, and 2021, the Company recorded losses of $6.0 million, $8.2 million, and $3.5 million, respectively, within other income (expense), net in the consolidated statements of operations, representing its proportionate share of net income or loss based on the investee’s financial results. Also, during the years ended December 31, 2019 and 2020, the Company recorded impairment charges of $9.8 million and $29.0 million, respectively, related to the carrying value of equity method investments within other income (expense), net. There were no impairment charges for the year ended December 31, 2021. In December 2016, the Company purchased convertible preferred shares of a company (the “2016 Investee”) that provides a mobile app for restaurant reservations for an aggregate price of $10.0 million. In conjunction with this transaction, the 2016 Investee issued warrants, at no cost, to the Company to purchase additional shares, which were exercised in 2018. Prior to exercise, the Company marked-to-market and recorded unrealized losses on the warrants, which were not material for the year ended December 31, 2018. In July 2019, the 2016 Investee was acquired by a third party, resulting in a gain of $24.6 million recorded in other income (expense), net in the consolidated statements of operations. |
Fair Value Measurement and Fina
Fair Value Measurement and Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Financial Instruments | Fair Value Measurements and Financial Instruments The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 22,676 $ — $ — $ 22,676 Certificates of deposit 278,281 — — 278,281 U.S. government debt securities — 1,392,966 — 1,392,966 Commercial paper — 779,527 — 779,527 Corporate debt securities — 229,633 — 229,633 300,957 2,402,126 — 2,703,083 Marketable securities: Certificates of deposit 142,991 — — 142,991 U.S. government and government agency debt securities — 65,867 — 65,867 Commercial paper — 241,623 — 241,623 Corporate debt securities — 267,618 — 267,618 Mortgage-backed and asset-backed securities — 37,353 — 37,353 Mutual funds — 155,248 — 155,248 142,991 767,709 — 910,700 Funds receivable and amounts held on behalf of customers: U.S. government and government agency debt securities — 466,219 — 466,219 Prepaids and other current assets: Foreign exchange derivative assets — 12,478 — 12,478 Other assets, noncurrent: Corporate debt securities — — 11,490 11,490 Total assets at fair value $ 443,948 $ 3,648,532 $ 11,490 $ 4,103,970 Liabilities Accrued expenses and other current liabilities: Foreign exchange derivative liabilities $ — $ 32,250 $ — $ 32,250 Derivative warrant liability (Note 10) — — 985,181 985,181 Total liabilities at fair value $ — $ 32,250 $ 985,181 $ 1,017,431 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,923,184 $ — $ — $ 1,923,184 Certificates of deposit 31,117 — — 31,117 Commercial paper — 163,959 — 163,959 Corporate debt securities — 41,439 — 41,439 1,954,301 205,398 — 2,159,699 Marketable securities: Certificates of deposit 364,234 — — 364,234 U.S. government and government agency debt securities — 863 — 863 Commercial paper — 993,004 — 993,004 Corporate debt securities — 862,901 — 862,901 Mortgage-backed and asset-backed securities — 34,036 — 34,036 364,234 1,890,804 — 2,255,038 Funds receivable and amounts held on behalf of customers: Money market funds 466,319 — — 466,319 Prepaids and other current assets: Foreign exchange derivative assets — 25,918 — 25,918 Other assets, noncurrent: Corporate debt securities — — 10,451 10,451 Total assets at fair value $ 2,784,854 $ 2,122,120 $ 10,451 $ 4,917,425 Liabilities Accrued expenses and other current liabilities: Foreign exchange derivative liabilities $ — $ 10,280 $ — $ 10,280 Total liabilities at fair value $ — $ 10,280 $ — $ 10,280 The following table presents additional information about investments that are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value (in thousands): December 31, 2020 2021 Derivative Other Derivative Other Balance, beginning of year $ — $ 13,029 $ 985,181 $ 11,490 Additions 116,641 — — — Reclassifications to equity — — (1,277,168) — Total realized and unrealized gains (losses): Included in earnings 868,540 — 291,987 — Included in other comprehensive income (loss) — (1,539) — (1,039) Balance, end of year $ 985,181 $ 11,490 $ — $ 10,451 Changes in unrealized gains or losses included in other comprehensive income (loss) related to investments held at the reporting date $ — $ (1,539) $ — $ (1,039) There were no transfers of financial instruments between valuation levels during the years ended December 31, 2020 and 2021. The Company amended the anti-dilution feature in the warrant agreements associated with the Second Lien Credit Agreement which resulted in a change in classification from liability to equity. Accordingly, the Company recorded $292.0 million in other income (expense), net through March 30, 2021, the modification date, and as such the warrants were no longer subject to marked-to-market charges. The balance of $1.3 billion was then reclassified from liability to equity as the amended warrants met the requirements for equity classification. Refer to Note 10, Debt , for additional information. The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of December 31, 2020 (fair value amounts in thousands): Fair Value Valuation Technique Unobservable Inputs Value Liability Derivative warrant liability $ 985,181 Black-Scholes option-pricing model Stock volatility 44.4 % Risk-free rate 0.9 % Expected term 9.3 years Derivatives Not Designated as Hedging Instruments As of December 31, 2020, the fair value of foreign exchange derivative assets and liabilities totaled $12.5 million and $32.3 million, respectively, with the aggregate notional amount totaling $1.4 billion. As of December 31, 2021, the fair value of foreign exchange derivative assets and liabilities totaled $25.9 million and $10.3 million, respectively, with the aggregate notional amount totaling $2.4 billion. Derivative assets are included in prepaids and other current assets and derivative liabilities are included in accrued expenses and other current liabilities in the consolidated balance sheets. The Company recorded total net realized gains (losses) of $(21.7) million and $19.3 million and net unrealized gains (losses) of $(24.6) million and $35.4 million for the years ended December 31, 2020 and 2021, respectively, related to foreign exchange derivative assets and liabilities. The realized and unrealized gains and losses on non-designated derivatives are reported in other income (expense), net in the consolidated statements of operations. The cash flows related to derivative instruments not designated as hedging instruments are classified within operating activities in the consolidated statements of cash flows. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets Identifiable intangible assets consisted of the following (in thousands): December 31, 2020 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Listing relationships $ 42,501 $ (9,492) $ 33,009 $ 42,501 $ (15,467) $ 27,034 Customer contacts 4,346 (2,159) 2,187 4,346 (3,570) 776 Developed technology 37,800 (28,417) 9,383 22,900 (20,956) 1,944 Trade names 35,753 (13,823) 21,930 33,163 (17,980) 15,183 Other 9,652 (275) 9,377 9,650 (2,279) 7,371 Total intangible assets $ 130,052 $ (54,166) $ 75,886 $ 112,560 $ (60,252) $ 52,308 (1) Excludes write off of intangible assets that have been fully amortized. Amortization expense related to intangible assets for the years ended December 31, 2019, 2020, and 2021 was $46.1 million, $36.2 million, and $23.6 million, respectively. Estimated future amortization expense for intangible assets as of December 31, 2021 was as follows (in thousands): Year Ending December 31, Amount 2022 $ 16,320 2023 12,065 2024 6,988 2025 5,313 2026 3,679 Thereafter 7,943 Total future amortization expense $ 52,308 Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2021 were as follows (in thousands): Amount Balance as of December 31, 2019 $ 652,088 Foreign currency translation adjustments 3,713 Balance as of December 31, 2020 655,801 Foreign currency translation adjustments (3,199) Balance as of December 31, 2021 $ 652,602 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): As of December 31, 2020 2021 Computer equipment $ 55,972 $ 56,513 Computer software and capitalized internal-use software 163,702 175,129 Office furniture and equipment 47,596 43,169 Leasehold improvements 243,110 213,950 Buildings and land 16,844 16,844 527,224 505,605 Less: Accumulated depreciation and amortization (267,851) (379,194) 259,373 126,411 Construction in progress 10,821 30,174 Total property and equipment, net $ 270,194 $ 156,585 Depreciation expense related to property and equipment for the years ended December 31, 2019, 2020, and 2021 was $57.2 million, $67.2 million, and $85.6 million, respectively. During the years ended December 31, 2019, 2020, and 2021, amortization of capitalized internal-use software costs was $10.9 million, $22.5 million, and $66.3 million, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company’s material operating leases consist of office space and data center space. The Company’s leases generally have remaining terms of one The components of lease cost were as follows (in thousands): Year Ended December 31, 2020 2021 Operating lease cost (1) $ 91,248 $ 83,317 Short-term lease cost (1) 632 2,641 Variable lease cost (1) 12,309 13,895 Sublease income (2) (143) (305) Lease cost, net (3) $ 104,046 $ 99,548 (1) Classified within operations and support, product development, sales and marketing, and general and administrative expenses in the consolidated statements of operations. (2) Classified within other income (expense), net on the consolidated statements of operations. (3) Lease costs do not include lease impairments due to restructuring. Refer to Note 17, Restructuring , for additional information. Supplemental disclosures of cash flow information related to leases were as follows (in thousands): Year Ended December 31, 2020 2021 Cash paid for operating lease liabilities $ 63,407 $ 92,286 Lease liabilities arising from obtaining right-of-use assets 103,452 17,889 Lease term and discount rate were as follows: As of December 31, 2020 2021 Weighted-average remaining lease term (years) 8.1 7.2 Weighted-average discount rate 6.6 % 6.8 % Maturities of lease liabilities (excluding short-term leases) were as follows as of December 31, 2021 (in thousands): Year Ending December 31, Amount 2022 $ 89,717 2023 69,923 2024 57,402 2025 89,898 2026 82,153 Thereafter 195,539 Total lease payments 584,632 Less: Imputed interest (148,670) Present value of lease liabilities 435,962 Less: Current portion of lease liabilities (63,479) Total long-term lease liabilities $ 372,483 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2020 2021 Indirect tax reserves $ 188,309 $ 182,796 Indirect taxes payable 153,255 309,616 Travel credit liability 209,739 74,492 Compensation and related benefits 380,164 415,626 Derivative warrant liability 985,181 — Foreign exchange derivative liabilities 32,250 10,280 Current portion of long-term debt and accrued interest expense 26,755 — Contingent consideration liability 23,096 34,344 Sales and marketing 25,437 59,418 Income and other tax liabilities 12,002 25,112 Gift card liability 56,489 98,129 Other 321,394 348,430 Total accrued expenses and other current liabilities $ 2,414,071 $ 1,558,243 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the Company’s outstanding debt (in thousands): As of Effective Interest Rate As of Effective Interest Rate Convertible senior notes due March 2026 $ — — % $ 2,000,000 0.2 % First lien loan due April 2025 995,000 9.5 % — — % Second lien loan due July 2025 1,000,000 15.1 % — — % Total debt 1,995,000 2,000,000 Less: Unamortized debt discount and debt issuance costs (169,438) (17,463) Less: Current portion of long-term debt (10,000) — Total long-term debt, net of current portion $ 1,815,562 $ 1,982,537 Convertible Senior Notes On March 8, 2021, the Company issued $2.0 billion aggregate principal amount of 0% convertible senior notes due 2026 (the "2026 Notes") pursuant to an indenture, dated March 8, 2021 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee. The 2026 Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2026 Notes are senior unsecured obligations of the Company and will not bear regular interest. The 2026 Notes mature on March 15, 2026, unless earlier converted, redeemed or repurchased. The proceeds, net of debt issuance costs, were $1,979.2 million. The initial conversion rate for the 2026 Notes is 3.4645 shares of the Company's Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $288.64 per share of the Class A common stock. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. The 2026 Notes will be convertible at the option of the holders before December 15, 2025 only upon the occurrence of certain events, and from and after December 15, 2025, at any time at their election until the close of business on the second scheduled trading day immediately preceding March 15, 2026, only under certain circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally, in the event of a corporate event constituting a fundamental change (as defined in the Indenture), holders of the 2026 Notes may require the Company to repurchase all or a portion of their 2026 Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase. Debt issuance costs related to the 2026 Notes totaled $20.8 million and was comprised of commissions payable to the initial purchasers and third-party offering costs and are amortized to interest expense using the effective interest method over the contractual term. For the year ended December 31, 2021, interest expense of $3.4 million, was recorded for the 2026 Notes relating to amortization of the debt discount and debt issuance costs. As of December 31, 2021, the if-converted value of the 2026 Notes did not exceed the outstanding principal amount. As of December 31, 2021 the total estimated fair value of the 2026 Notes was $1,964.0 million and was determined based on a market approach using actual bids and offers of the 2026 Notes in an over-the-counter market on the last trading day of the period, or Level 2 inputs. The future principal payments for the Company’s long-term debt as of December 31, 2021 are summarized as follows (in thousands): Year Ending December 31, Amount 2022 $ — 2023 — 2024 — 2025 — 2026 2,000,000 Total $ 2,000,000 Capped Calls On March 3, 2021, in connection with the pricing of the 2026 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "option counterparties") at a cost of $100.2 million. The Capped Calls cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2026 Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the 2026 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes its common stock price exceeds the conversion price of the 2026 Notes. The cap price of the Capped Calls will initially be $360.80 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of the Class A common stock of $180.40 per share on March 3, 2021, and is subject to certain customary adjustments under the terms of the Capped Calls. The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity. Term Loans In April 2020, the Company entered into a $1.0 billion First Lien Credit and Guaranty Agreement (the “First Lien Credit Agreement,” and the loans thereunder, the “First Lien Loan”), resulting in proceeds of $961.4 million, net of debt discount and debt issuance costs of $38.6 million. The loan was due and payable in April 2025 and could be repaid in whole or in part at the Company’s option, subject to applicable prepayment premiums and make-whole premiums. Beginning in September 2020, the Company was required to repay the First Lien Loan in quarterly installments equal to 0.25% of the $1.0 billion aggregate principal amount of the First Lien Loan, with the remaining principal amount payable on the maturity date. Also in April 2020, the Company entered into a $1.0 billion Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement,” and the loans thereunder, the “Second Lien Loan”), resulting in net proceeds of $967.5 million, net of debt discount and debt issuance costs of $32.5 million. The loan was due and payable in July 2025 and could be repaid in whole or in part, subject to applicable prepayment premiums, make-whole premiums, and the priority of lenders under the First Lien Credit Agreement over any proceeds the Company receives from the sale of collateral. As of December 31, 2020, the estimated fair value of the First Lien Loan and Second Lien Loan were $1.1 billion and $1.2 billion, respectively, and were determined based on quoted prices in markets that are not active, or Level 2 inputs. In March 2021, the Company repaid the principal amount outstanding of $1,995.0 million under the First Lien and Second Lien loans, which resulted in a loss of extinguishment of debt of $377.2 million, including early redemption premiums of $212.9 million and a write-off of $164.3 million of unamortized debt discount and debt issuance costs. The loss on extinguishment of debt was included in interest expense in the consolidated statements of operations. Additionally, the Company incurred third-party costs, principally legal and administrative fees, of $0.1 million relating to the extinguishment of the loans. The debt discount and debt issuance costs are amortized to interest expense using the effective interest rate method. For the years ended December 31, 2020 and 2021, interest expense of $157.1 million and $41.3 million, was recorded for the First Lien and Second Lien Loans relating to the contractual interest and amortization of the debt discount and debt issuance costs. The First Lien Loan and the Second Lien Loan are unconditionally guaranteed by certain of the Company’s domestic subsidiaries and are both secured by substantially all the assets of the Company and of these subsidiary guarantors. In connection with the Second Lien Loan, the Company issued warrants to purchase 7,934,794 shares of Class A common stock with an initial exercise price of $28.355 per share, subject to adjustment upon the occurrence of certain specified events, to the Second Lien Loan lenders. The warrants expire on April 17, 2030 and the exercise price can be paid in cash or in net shares at the holder’s option. The fair value of the warrants at issuance was $116.6 million and was recorded as a liability in accrued expenses and other current liabilities on the consolidated balance sheet with a corresponding debt discount recorded against the Second Lien Loan. The warrant liability was remeasured to fair value at each reporting date as long as the warrants remained outstanding and unexercised with changes in fair value recorded in other income (expense), net in the consolidated statements of operations. As of December 31, 2020, the fair value of the warrant totaled $985.2 million. The Company amended the anti-dilution feature in the warrant agreements on March 30, 2021, which resulted in a change in classification from liability to equity. Accordingly, the Company recorded $292.0 million in other expense during the first quarter of 2021. The liability balance of $1.3 billion was then reclassified to equity as the amended warrants met the requirements for equity classification. 2016 Credit Facility In April 2016, the Company entered into a five-year unsecured revolving Credit and Guarantee Agreement (the “2016 Credit Facility”) with a group of lenders led by Bank of America, N.A. The 2016 Credit Facility provides initial commitments from the lenders of $1.0 billion, which can be increased by a maximum of $250.0 million. The 2016 Credit Facility also provides a $100.0 million sub-limit for the issuance of letters of credit. The 2016 Credit Facility includes a commitment fee of 0.125% per annum on any undrawn amounts. On April 17, 2020, the Company terminated the 2016 Credit Facility. Certain letters of credit under the 2016 Credit Facility were transferred to new issuers upon the termination of the 2016 Credit Facility. As of December 31, 2020 and 2021, letters of credit under the new issuers totaled $32.9 million and $14.2 million, respectively, and were secured by cash collateral of $33.8 million and $14.8 million, respectively, which was recorded as restricted cash on the consolidated balance sheet. 2020 Credit Facility |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Common Stock The Company’s Restated Certificate of Incorporation authorizes the Company to issue 2,000,000,000 shares of Class A common stock and 710,000,000 shares of Class B common stock. Both classes of common stock have a par value of $0.0001 per share. Class A common stock is entitled to one vote per share and Class B common stock is entitled to 20 votes per share. A share of Class B common stock is convertible into a share of Class A common stock voluntarily at any time by the holder, and will convert automatically into a share of Class A common stock upon the earlier of (a) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent, voting as a separate series, and (b) the 20-year anniversary of the closing of the IPO. In addition, with certain exceptions as further described in the Company's Restated Certificate of Incorporation, transfers of Class B common stock will result in the conversion of such share of Class B common stock into a share of Class A common stock. Under the Company’s Restated Certificate of Incorporation, the Company was also authorized to issue 2,000,000,000 shares of Class C common stock and 26,000,000 shares of Class H common stock. Each share of Class C common stock is entitled to no votes and will not be convertible into any other shares of the Company’s capital stock. Each share of Class H common stock is entitled to no votes and will convert into a share of Class A common stock on a share-for-share basis upon the sale of such share of Class H common stock to any person or entity that is not the Company’s subsidiary. Class A Common Stock Warrants As described above in Note 10, Debt , in connection with the Second Lien Loan entered into in April 2020, the Company issued warrants to purchase 7,934,794 shares of Class A common stock with an initial exercise price of $28.355 per share, subject to adjustment upon the occurrence of certain specified events, to the Second Lien Loan lenders. Class B Common Stock Warrants In connection with the closing of the Series E redeemable convertible preferred stock financing in 2015, the Company issued warrants exercisable for up to 429,672 shares of Class B common stock. The amount exercisable was based on specific financial milestones achieved during 2018 and 2019. Due to the nature of the terms of the warrants, the warrants qualified as a liability-classified derivative. The warrants were valued as of the issuance date using a Monte Carlo simulation model with varying assumptions including booking projections and probability of achievement. The warrants were marked to market at each reporting period with changes in fair value recorded in sales and marketing expense, given that the warrants are dependent on selling related activities. For the year ended December 31, 2019, the change in the fair value of the warrant liability was not material. Based on the milestones achieved, as of December 31, 2019, the warrants were exercisable for 237,756 shares of Class B common stock and on December 31, 2019, the fair value of the derivative warrant liability of $14.1 million was reclassified from liability to equity as it met the requirements for permanent equity classification. During the year ended December 31, 2020, the warrants were exercised by the respective holders. In addition, in connection with the execution of a prior loan agreement, the Company issued a warrant for 150,000 shares of Class B common stock, exercisable any time through June 2019. In June 2019, the warrant was net exercised for a total of 144,986 shares of Class B common stock. Equity Incentive Plans 2018 Equity Incentive Plan In 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) to replace the 2008 Equity Incentive Plan (the “2008 Plan”). A total of 50.0 million shares of Class B common stock were reserved for issuance under the 2018 Plan and the 13.2 million shares remaining for issuance under the 2008 Plan were added to the number of shares available under the 2018 Plan. The expiration of the 2008 Plan had no impact on the terms of outstanding awards under that plan. All unvested equity canceled under the 2008 Plan were added to the 2018 Plan and made available for future issuance. Assumed Equity Incentive Plan In connection with the acquisition of HotelTonight, the Company assumed stock options and RSUs under HotelTonight’s equity incentive plan (the “Assumed Equity Incentive Plan”). As of December 31, 2020 and 2021, a total of 150,816 and 98,093 shares of the Company’s Class A common stock, respectively, were issuable upon exercise of outstanding options under this assumed plan. The weighted-average exercise price of these outstanding stock options was $22.61 per share and $22.67 per share as of December 31, 2020 and 2021. In addition, as of December 31, 2020 and 2021, a total of 12,550 and 3,512 RSUs, respectively, were issued and outstanding under this assumed plan. No additional stock options or RSUs may be granted under the Assumed Equity Incentive Plan. 2020 Incentive Award Plan In 2020, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan,” and together with the 2008 Plan, 2018 Plan, and the Assumed Equity Incentive Plan, the “Plans”). Under the 2020 Plan, 62,069,613 shares of Class A common stock were initially reserved for issuance. The number of shares initially reserved for issuance pursuant to awards under the 2020 Plan will be increased by (i) the number of shares subject to awards outstanding under the 2008 Plan, Assumed Equity Incentive Plan, and 2018 Plan as of the effective date of the 2020 Plan that subsequently terminate, are exchanged for cash, surrendered or repurchased, or are tendered or withheld to satisfy any exercise price or tax withholding obligations and (ii) an annual increase on the first day of each year beginning in 2022 and ending in 2030, equal to the lesser of (A) 5% of the shares of all series of the Company’s common stock outstanding on the last day of the immediately preceding year and (B) such smaller number of shares of stock as determined by the Company’s board of directors; provided, however, that no more than 371,212,920 shares of stock may be issued upon the exercise of incentive stock options. Stock Option and Restricted Stock Unit Activity The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model using the range of assumptions in the following table: Year Ended December 31, 2019 2020 2021 Expected dividend yield — — — Volatility 41.8% - 44.3% 39.1% - 43.6% 44.2% - 44.9% Expected term (years) 5.0 - 8.0 5.1 - 8.0 8.0 Risk-free interest rate 1.5% - 2.5% 0.5% - 1.5% 1.1% - 1.5% A summary of option and RSU activity under the Plans was as follows (in thousands, except per share amounts): Outstanding Stock Options Outstanding Restricted Stock Units Shares Number of Weighted- Number of Weighted- Balances as of December 31, 2019 25,344 46,512 $ 10.08 76,136 $ 45.69 Granted (1) (45,368) 4,638 39.38 40,730 30.13 Increase in shares available for grant (2) 66,942 — — — — Shares withheld for taxes 24,296 — — — — Exercised/Vested — (7,496) 2.01 (56,070) 37.79 Canceled (3) 15,206 (2,233) 53.32 (13,042) 51.86 Balances as of December 31, 2020 86,420 41,421 12.48 47,754 40.01 Granted (1) (9,591) 715 191.08 8,876 181.15 Shares withheld for taxes 464 — — (464) 66.99 Exercised/Vested — (17,707) 7.77 (15,612) 57.05 Canceled (3) 4,072 (307) 56.69 (3,765) 64.32 Balances as of December 31, 2021 81,365 24,122 19.69 36,789 61.22 (1) There were no options or RSUs that were granted from the Assumed Equity Incentive Plan for the years ended December 31, 2020 and 2021. (2) Includes 62,069,613 shares of the Company’s Class A common stock initially reserved for issuance under the 2020 Incentive Award Plan. (3) The outstanding options and RSUs include cancellations of 55,158 and 2,158 options and 14,178 and 530 RSUs in 2020 and 2021, respectively, from the Assumed Equity Incentive Plan that are no longer available for future grants. Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2020 41,421 $ 12.48 3.91 $ 5,563,735 Options exercisable as of December 31, 2020 36,682 8.63 3.21 5,068,315 Options outstanding as of December 31, 2021 24,122 19.69 3.66 3,555,384 Options exercisable as of December 31, 2021 20,909 13.28 2.90 3,206,548 During the years ended December 31, 2019, 2020 and 2021, the weighted-average fair value of stock options granted under the Plans was $33.46, $15.42, and $96.50 per share, respectively. During the years ended December 31, 2019, 2020 and 2021, the aggregate intrinsic value of stock options exercised was $50.4 million, $476.0 million, and $2,824.9 million, respectively, and the total grant-date fair value of stock options that vested was $44.6 million, $44.4 million, and $45.9 million, respectively. As of December 31, 2021, there was $85.7 million, of total unrecognized compensation cost related to stock option awards granted under the Plans. The unrecognized cost as of December 31, 2021 is expected to be recognized over a weighted-average period of 2.67 years. Nonemployee Stock Options For stock options granted to nonemployees, the Company uses the Black-Scholes option-pricing model to determine the fair value on the date of grant. Total nonemployee stock compensation recognized for the years ended December 31, 2019, 2020 and 2021 was not material. Common Shares Issued for Conversion of Convertible Note In connection with its Luxury Retreats acquisition, the Company entered into an unsecured convertible promissory note with a stockholder of Luxury Retreats. The note converted into 1,236,788 unvested shares of the Company’s Class A common stock on May 15, 2017. The fair value of the shares issued upon conversion of the note was $64.9 million and was recognized as compensation expense within product development expenses over the four-year vesting period. The Company recognized compensation expense, in product development within the consolidated statements of operations, of $19.6 million and $34.5 million for the years ended December 31, 2018 and 2019, respectively. Restricted Stock Units RSUs are measured at the fair market value of the underlying stock at the grant date and the expense is recognized over the requisite service period. The service-based vesting condition for these awards is generally satisfied over four years. Historically, substantially all of the Company’s RSUs vested upon the satisfaction of both a service-based vesting condition and liquidity-event performance-based requirement. The liquidity-based vesting condition was satisfied upon (i) an initial public offering or (ii) change in control of the Company as defined in the Company’s equity incentive plans. The RSUs vested on the first date upon which both the service- based besting condition and liquidity-event performance-based requirements were satisfied. The liquidity-event performance-based vesting condition was deemed satisfied upon the IPO and the Company delivered one share of common stock for each vested RSU on the settlement date. Restricted Common Stock The Company has granted restricted common stock to certain continuing employees, primarily in connection with acquisitions. Vesting of this stock is primarily dependent on a service-based vesting condition that generally becomes satisfied over a period of four years. The Company has the right to repurchase or cancel shares for which the vesting condition is not satisfied. The following table summarizes the activity related to the Company’s restricted common stock (in thousands, except for per share amounts): Number of Weighted-Average Unvested restricted common stock as of December 31, 2019 996 $ 62.26 Issued — — Vested (278) 62.12 Unvested restricted common stock as of December 31, 2020 718 62.33 Issued — — Vested (86) 62.41 Unvested restricted common stock as of December 31, 2021 632 62.32 Stock-Based Compensation The following table summarizes total stock-based compensation expense (in thousands): Year Ended December 31, 2019 2020 2021 Operations and support $ 817 $ 143,997 $ 48,473 Product development 56,632 1,878,793 545,113 Sales and marketing 23,919 435,272 99,969 General and administrative 16,179 544,086 205,292 Restructuring charges — (200) (17) Stock-based compensation expense $ 97,547 $ 3,001,948 $ 898,830 Prior to December 9, 2020, no stock-based compensation expense had been recognized for certain awards with a liquidity-event performance-based vesting condition based on the occurrence of a qualifying event, as such qualifying event was not probable. Upon the Company's initial public offering, the liquidity event performance-based condition was met and $2.8 billion of stock-based compensation expense was recognized related to these awards. The Company recognized an income tax benefit of $9.8 million, $39.9 million, and $35.6 million in the consolidated statements of operations for stock-based compensation arrangements in the years ended December 31, 2019, 2020, and 2021, respectively. 2020 Employee Stock Purchase Plan In December 2020, the Company’s board of directors adopted the ESPP. The maximum number of shares of Class A common stock authorized for sale under the ESPP is equal to the sum of (i) 4,000,000 shares of Class A common stock and (ii) an annual increase on the first day of each year beginning in 2022 and ending in 2030, equal to the lesser of (a) 1% of shares of Class A common stock (on an as converted basis) on the last day immediately preceding year and (b) such number of shares of common stock as determined by the board of directors; provided, however, that no more than 89,785,394 shares may be issued under the ESPP. As of December 31, 2021, 3.0 million shares were reserved for future issuance under the ESPP. The Company estimates the fair value of shares to be issued under the ESPP based on a combination of options valued using the Black-Scholes option-pricing model. For the year ended December 31, 2021, the Company recorded stock-based compensation expense related to the ESPP of $105.9 million. During the year ended December 31, 2021, 0.9 million shares of common stock were purchased under the ESPP at a weighted-average price of $59.11 per share, resulting in net cash proceeds of $50.6 million. |
Commitment and Contingencies
Commitment and Contingencies | Jul. 01, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company has commitments including purchase obligations for web-hosting services and other commitments for brand marketing. The following table presents these non-cancelable commitments and obligations as of December 31, 2021 (in thousands): Total Less than 1 to 3 years 3 to 5 years More than Purchase obligations $ 1,173,429 $ 145,336 $ 310,671 $ 608,171 $ 109,251 Other commitments 268,000 36,000 74,000 78,000 80,000 Total $ 1,441,429 $ 181,336 $ 384,671 $ 686,171 $ 189,251 Extenuating Circumstances Policy In March 2020, the Company applied its extenuating circumstances policy to cancellations resulting from COVID-19. That policy provides Hosts and guests with greater flexibility to cancel reservations that are disrupted by epidemics, natural disasters, and other emergencies. Specifically, accommodation bookings made by guests on or before March 14, 2020, have so far been covered by the policy and may be canceled before check-in. To support Hosts impacted by elevated guest cancellations under that policy, the Company committed up to $250 million for Hosts. The reservations eligible for this $250 million Host 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 Host’s cancellation policies. These payments are accounted for as consideration paid to a customer and as such, primarily result in a reduction to revenue. Under this policy, the Company recorded payments, primarily for Hosts, excluding Superhosts, of $205.1 million and $5.6 million for the years ended December 31, 2020 and 2021, respectively, in its consolidated statement of operations. Lodging Tax Obligations and Other Non-Income Tax Matters Some states and localities in the United States and elsewhere in the world impose transient occupancy or lodging accommodations taxes (“Lodging Taxes”) on the use or occupancy of lodging accommodations or other traveler services. The Company collects and remits Lodging Taxes in more than 30,400 jurisdictions on behalf of its Hosts. Such Lodging Taxes are generally remitted to tax jurisdictions within a 30 to 90-day period following the end of each month. of certain employee benefits and related employment taxes. In jurisdictions with disputes connected to transactions with Hosts and guests, disputes involve the applicability of transactional taxes (such as sales, value-added, and similar taxes) to services provided, as well as the applicability of withholding tax on payments made to such Hosts. Due to the inherent complexity and uncertainty of these matters and judicial processes in certain jurisdictions, the final outcomes may exceed the estimated liabilities recorded. Income Taxes, for further discussion on other tax matters. Legal and Regulatory Matters Regulatory Matters Intellectual Property The Company has been and is currently subject to claims relating to intellectual property, including alleged patent infringement. Adverse results in such lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing the Company from offering certain features, functionalities, products, or services, and may also cause the Company to change its business practices or require development of non-infringing products or technologies, which could result in a loss of revenue or otherwise harm its business. To date, the Company has not incurred any material costs as a result of such cases and has not recorded any material liabilities in its consolidated financial statements related to such matters. Litigation and Other Legal Proceedings The Company is currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights. Depending on the nature of the claim, the Company may be subject to monetary damage awards, fines, penalties, and/or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect the Company’s business, results of operations, and financial condition. The outcomes of legal proceedings are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, the Company believes based on its current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. estimable. These accruals represent management’s best estimate of probable losses. Such currently accrued amounts are not material to the Company’s consolidated financial statements. However, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred. Host Protections The Company offers AirCover coverage, which includes but is not limited to, the Company’s Host Damage Protection program that provides protection of up to $1.0 million for direct physical loss or damage to a Host’s covered property caused by guests during a confirmed booking and when the Host and guest are unable to resolve the dispute. The Company retains risk and also maintains insurance from third parties on a per claim basis to protect the Company’s financial exposure under this program. In addition, through third-party insurers and self-insurance mechanisms, including a wholly-owned captive insurance subsidiary created during the year ended December 31, 2019, the Company provides insurance coverage for third-party bodily injury or property damage liability claims that occur during a stay. The Company’s Host Liability Insurance and Experiences Liability Insurance consists of a commercial general liability policy, with Hosts and the Company as named insureds and landlords of Hosts as additional insureds. The Host Liability Insurance and Experiences Liability Insurance provides primary coverage for up to $1.0 million per occurrence, subject to a $1.0 million cap per listing location, and includes various market standard conditions, limitations, and exclusions. Indemnifications The Company has entered into indemnification agreements with certain of its officers and directors. The indemnification agreements and the Company’s Amended and Restated Bylaws (the “Bylaws”) require the Company to indemnify these individuals to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its directors and officers. No demands have been made upon the Company to provide indemnification under the indemnification agreements or the Bylaws, and thus, there are no claims that the Company is aware of that could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The domestic and foreign components of income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2019 2020 2021 Domestic $ (153,154) $ (4,509,519) $ (390,652) Foreign (258,549) (172,419) 90,445 Loss before income taxes $ (411,703) $ (4,681,938) $ (300,207) The components of the provision for (benefit from) income taxes were as follows (in thousands): Year Ended December 31, 2019 2020 2021 Current Federal $ 223,673 $ (91,094) $ 4,704 State 5,930 (976) 2,238 Foreign 38,660 14,449 33,950 Total current provision for (benefit from) income taxes 268,263 (77,621) 40,892 Deferred Federal (1,563) 47 98 State (248) 55 — Foreign (3,816) (19,703) 10,837 Total deferred benefit for income taxes (5,627) (19,601) 10,935 Total provision for (benefit from) income taxes $ 262,636 $ (97,222) $ 51,827 The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: Year Ended December 31, 2019 2020 2021 Expected income tax expense at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefits (0.2) — (0.7) Foreign tax rate differential (19.5) (0.5) (5.1) Stock-based compensation (0.9) 7.1 282.4 Acquisition related expenses (0.3) — — Deferred tax impacts of restructuring — 6.5 (9.7) Other statutorily non-deductible expenses (2.6) (0.3) (1.1) Non-deductible warrant revaluations — (3.9) (20.4) Research and development credits (0.9) 4.3 51.0 Uncertain tax positions—prior year positions (53.0) (0.1) (3.1) Uncertain tax positions—current year positions (4.2) (0.2) (1.0) Other 0.2 0.3 1.3 Change in valuation allowance (3.4) (32.1) (331.9) Effective tax rate (63.8) % 2.1 % (17.3) % For the year ended December 31, 2019, the difference in the Company’s effective tax rate and the U.S. federal statutory tax rate was primarily due to a change in the jurisdictional mix of earnings, the Company’s full valuation allowance on its U.S. deferred tax assets, and the Company’s uncertain tax positions. For the year ended December 31, 2020, the difference in the Company’s effective tax rate and the U.S. federal statutory tax rate was primarily due to the Company’s tax impact of restructuring and the IPO, and the Company’s full valuation allowance on its U.S. deferred tax assets. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted by the United States on March 27, 2020. The CARES Act contains certain tax provisions, including provisions that retroactively and/or temporarily suspend or relax in certain respects the application of certain provisions in the Act, such as the limitations on the deduction of net operating losses and interest. For the year ended December 31, 2020, the Company recorded a benefit of $95.6 million related to the carryback of its 2020 net operating loss. For the year ended December 31, 2021, the difference in the Company’s effective tax rate and the U.S. federal statutory tax rate was primarily due to the jurisdictional mix of earnings, excess tax benefits related to stock-based compensation, and the Company’s full valuation allowance on its U.S. deferred tax assets. The components of deferred tax assets and liabilities consisted of the following (in thousands): As of December 31, 2020 2021 Deferred tax assets: Net operating loss carryforwards $ 1,078,070 $ 1,987,606 Tax credit carryforwards 333,991 568,468 Accruals and reserves 70,130 105,530 Non-income tax accruals 71,706 64,757 Stock-based compensation 211,216 156,726 Operating lease liabilities 94,840 86,690 Intangible assets 274,396 210,057 Other 53,477 155,020 Gross deferred tax assets 2,187,826 3,334,854 Valuation allowance (2,053,069) (3,263,823) Total deferred tax assets 134,757 71,031 Deferred tax liabilities: Property and equipment basis differences (33,503) (7,834) Operating lease assets (72,659) (48,628) Other (3,091) — Total deferred tax liabilities (109,253) (56,462) Total net deferred tax assets $ 25,504 $ 14,569 In the fourth quarter of 2020, the Company completed a restructuring plan to repatriate its intellectual property to the United States to align with its evolving operations in a post-COVID-19 environment. The Company recorded a U.S. deferred tax asset of $140.7 million from a step-up in the tax basis of certain repatriated intellectual property. Based on available objective evidence, management believed it was not more-likely-than-not that these additional U.S. deferred tax assets would be realizable as of December 31, 2020 and, therefore, these deferred tax assets were offset by a full valuation allowance. For the year ended December 31, 2020, the net increase in the Company’s valuation allowance compared to the prior year was primarily due to the 2020 net operating loss, an increase in tax credits generated, accruals and reserves, and stock-based compensation. For the year ended December 31, 2021, the increase in the Company’s valuation allowance compared to the prior year was primarily due to the 2021 net operating loss, an increase in tax credits generated, and business interest expenses subject to limitation. In determining the need for a valuation allowance, the Company weighs both positive and negative evidence in the various jurisdictions in which it operates to determine whether it is more likely than not that its deferred tax assets are recoverable. In assessing the ultimate realizability of its deferred tax assets, the Company considers all available evidence, including cumulative historic and forecasted losses, and as such, does not believe it is more likely than not that its U.S. deferred tax assets will be realized. Accordingly, a full valuation allowance has been established in the United States, and no deferred tax assets and related tax benefit have been recognized in the financial statements. There is no valuation allowance in certain foreign jurisdictions that have cumulative income and expected future income. The Company’s policy with respect to its undistributed foreign subsidiaries’ earnings is to consider those earnings to be indefinitely reinvested. The Company has not provided for the tax effect, if any, of limited outside basis differences of its foreign subsidiaries. The determination of the future tax consequences of the remittance of these earnings is not practicable. As of December 31, 2020 and 2021, the Company had net operating loss carryforwards for federal income tax purposes of $5.1 billion and $8.8 billion, respectively. Certain of the Company’s federal net operating loss carryforwards will expire, if not utilized, beginning in 2034. As of December 31, 2020 and 2021, the Company had federal research and development tax credit carryforwards of $287.0 million and $491.2 million, respectively. The research and development tax credits will expire beginning in 2034 if not utilized. As of December 31, 2020 and 2021, the Company had net operating loss carryforwards for state income tax purposes of $2.5 billion and $5.5 billion, respectively. The state net operating loss carryforwards will expire, if not utilized, beginning in 2033. As of December 31, 2020 and 2021, the Company had state research and development carryforwards and enterprise zone tax credit carryforwards of $200.8 million and $338.1 million, respectively. The research and development tax credits do not expire, and the enterprise zone tax credits will expire, if not utilized, beginning in 2023. The Tax Reform Act of 1986 and similar California legislation impose substantial restrictions on the utilization of net operating losses and tax credit carryforwards in the event that there is a change in ownership as provided by Section 382 of the Internal Revenue Code and similar state provisions. Such a limitation could result in the expiration of the net operating loss carryforwards and tax credits before utilization, which could result in increased future tax liabilities. A reconciliation of the beginning and ending amount of the Company’s total gross unrecognized tax benefits was as follows (in thousands): Year Ended December 31, 2019 2020 2021 Balance at beginning of period $ 69,837 $ 336,726 $ 507,865 Gross increases related to prior year tax positions 237,972 2,223 13,568 Gross decreases related to prior year tax positions (5,029) (5,970) (1,772) Gross increases related to current year tax positions 36,502 196,492 84,990 Reductions due to settlements with taxing authorities (2,296) (21,240) (1,313) Reduction due to lapse in statute of limitations (260) (366) (6,776) Balance at end of period $ 336,726 $ 507,865 $ 596,562 The Company is in various stages of examination in connection with its ongoing tax audits globally, and it is difficult to determine when these examinations will be settled. The Company believes that an adequate provision has been recorded for any adjustments that may result from tax audits. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company may be required to record an adjustment to the provision for (benefit from) income taxes in the period such resolution occurs. Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact the Company’s tax contingencies. The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next twelve months the Company may experience an increase or decrease in its unrecognized tax benefits as a result of additional assessments by various tax authorities, possibly reach resolution of income tax examinations in one or more jurisdictions, or lapses of the statute of limitations. However, an estimate of the range of the reasonably possible change in the next twelve months cannot be made. As of December 31, 2021, $195.2 million of unrecognized tax benefits represents the amount that would, if recognized, impact the Company’s effective income tax rate. In accordance with the Company’s accounting policy, it recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income taxes. The Company’s accrual for interest and penalties was $52.2 million and $58.7 million as of December 31, 2020 and 2021, respectively. The Company’s significant tax jurisdictions include the United States, California, and Ireland. The Company is currently under examination for income taxes by the Internal Revenue Service (“IRS”) for the 2013, 2016, 2017, and 2018 tax years. The primary issue under examination in the 2013 audit is the valuation of the Company’s international intellectual property which was sold to a subsidiary in 2013. In the year ended December 31, 2019, new information became available which required the Company to remeasure its reserve for unrecognized tax benefits. The Company recorded additional tax expense of $196.4 million during the year ended December 31, 2019. In December 2020, the Company received a Notice of Proposed Adjustment (“NOPA”) from the IRS which proposes an increase to the Company’s U.S. taxable income that could result in additional income tax expense and cash liability of $1.3 billion, plus penalties and interest, which exceeds its current reserve recorded in its consolidated financial statements by more than $1.0 billion. The Company disagrees with the proposed adjustment and intends to vigorously contest it. In February 2021, the Company submitted a protest to the IRS describing its disagreement with the proposed agreement and requesting the case to be transferred to IRS Independent Office of Appeals (“IRS Appeals”). In December 2021, the Company received a rebuttal from the IRS with the same proposed adjustments that were in the NOPA. The Company will continue to pursue all available remedies to resolve this dispute, which include: entering into administrative settlement discussions with the IRS Appeals in 2022, and if necessary, petitioning the U.S. Tax Court (“Tax Court”) for redetermination if an acceptable outcome cannot be reached with IRS Appeals, and finally, and if necessary, appealing the Tax Court’s decision to the appropriate appellate court. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations. If the IRS prevails in the assessment of additional tax due based on its position and such tax and related interest and penalties, if any, exceeds the Company’s current reserves, such outcome could have a material adverse impact on the Company’s financial position and results of operations, and any assessment of additional tax could require a significant cash payment and have a material adverse impact on the Company’s cash flow. On July 27, 2015, the United States Tax Court (the “Tax Court”) issued an opinion in Altera Corp. v. Commissioner (the “Tax Court Opinion”), which concluded that related parties in a cost sharing arrangement are not required to share expenses related to stock-based compensation. The Tax Court Opinion was appealed by the Commissioner to the Ninth Circuit Court of Appeals (the “Ninth Circuit”). On June 7, 2019, the Ninth Circuit issued an opinion (the “Ninth Circuit Opinion”) that reversed the Tax Court Opinion. On July 22, 2019, Altera Corp. filed a petition for a rehearing before the full Ninth Circuit. On November 12, 2019, the Ninth Circuit denied Altera Corp.’s petition for rehearing its case. The Company accordingly recognized tax expense of $26.6 million related to changes in uncertain tax positions during the year ended December 31, 2019. The Company reversed this expense entirely during the year ended December 31, 2020 due to the carryback of its 2020 net operating loss as allowable under the CARES Act. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods indicated (in thousands, except per share amounts): Year Ended December 31, 2019 2020 2021 Net loss attributable to Class A and Class B common stockholders $ (674,339) $ (4,584,716) $ (352,034) Weighted-average shares in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 260,556 284,363 615,891 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (2.59) $ (16.12) $ (0.57) The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 20 votes per share. Each share of Class B common stock is convertible into a share of Class A common stock voluntarily at any time by the holder, and automatically upon certain events. The Class A common stock has no conversion rights. As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings are allocated on a proportional basis and the resulting net loss per share attributable to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. There were no preferred dividends declared or accumulated for the years ended December 31, 2019, 2020, and 2021. As of December 31, 2019, RSUs to be settled in 70.2 million shares of Class B common stock and 0.6 million shares of restricted stock awards were excluded from the table below because they are subject to performance conditions that were not achieved as of such date. As of December 31, 2020, RSUs to be settled in 12.0 million shares of Class A common stock were excluded from the table below because they are subject to market conditions that were not achieved as of such date. As of December 31, 2020, 0.5 million shares of restricted stock awards were excluded from the table below because they are subject to performance conditions that were not achieved as of such date. As of December 31, 2021, RSUs to be settled in 9.6 million shares of Class A common stock were excluded from the table below because they are subject to market conditions that were not achieved as of such date. As of December 31, 2021, 0.5 million shares of restricted stock awards were excluded from the table below because they are subject to performance conditions that were not achieved as of such date. The 2026 Notes issued in March 2021 are deemed to be anti-dilutive under the if-converted method for the year ended December 31, 2021. Refer to Note 10, Debt , for further information on the 2026 Notes. Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in thousands): Year Ended December 31, 2019 2020 2021 2026 Notes (1) — — 11,086 Warrants — 7,935 7,935 Escrow shares 644 644 74 Stock options 46,512 41,421 24,122 Restricted stock awards 354 212 127 Restricted stock units 5,931 35,738 26,041 Employee stock purchase plan — 561 365 Redeemable convertible preferred stock 240,911 — — Total 294,352 86,511 69,750 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company maintains a 401(k) defined contribution benefit plan that covers substantially all of its domestic employees. The plan allows U.S. employees to make voluntary pre-tax contributions in certain investments at the discretion of the employee, up to maximum annual contribution limits established by the U.S. Department of Treasury. The Company matched a portion of employee contributions totaling $20.6 million, $22.4 million, and $19.1 million for the years ended December 31, 2019, 2020, and 2021, respectively. Both employee contributions and the Company’s matching contributions are fully vested upon contribution. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Geographic Information | Geographic Information The following table sets forth the breakdown of revenue by geography, determined based on the location of the Host’s listing (in thousands): Year Ended December 31, 2019 2020 2021 United States $ 1,770,550 $ 1,648,595 $ 2,996,355 International (1) 3,034,689 1,729,604 2,995,405 Total revenue $ 4,805,239 $ 3,378,199 $ 5,991,760 (1) No individual international country represented 10% or more of the Company’s total revenue for years ended December 31, 2019, 2020, and 2021. The following table sets forth the breakdown of long-lived assets based on geography (in thousands): As of December 31, 2020 2021 United States $ 535,321 $ 330,373 Ireland 73,884 56,705 Other international 45,057 41,543 Total long-lived assets $ 654,262 $ 428,621 Tangible long-lived assets as of December 31, 2020 and 2021 consisted of property and equipment and operating lease ROU assets. Long-lived assets attributed to the United States, Ireland, and other international geographies are based upon the country in which the asset is located. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring During the year ended December 31, 2020, the Company experienced significant economic challenges associated with a severe decline in bookings, resulting primarily from COVID-19 and overall global travel restrictions. To address these impacts, in May 2020, the Company’s management approved a restructuring plan to realign the Company’s business and strategic priorities based on the current market and economic conditions as a result of COVID-19. This worldwide restructuring plan included a 25% reduction in the number of full-time employees, or approximately 1,800 employees, as well as a reduction in the contingent workforce and amendments to certain commercial agreements. These restructuring expenses are included in the Company’s consolidated statements of operations, and unpaid amounts are included in accrued expenses and other current liabilities on its consolidated balance sheets. The cumulative restructuring charges as of December 31, 2021 was $264.2 million, for which the majority of these restructuring actions were completed in 2020. For the year ended December 31, 2020, the Company incurred $151.4 million in restructuring charges, of which $103.8 million was related to severance and other employee costs, $35.8 million was related to lease impairments, and $11.8 million was primarily related to contract amendments and terminations. For the year ended December 31, 2021, the Company incurred $112.8 million in restructuring charges, including $75.3 million related to impairments of operating lease ROU assets and $37.2 million related to impairments of leasehold improvements. As of December 31, 2021, the restructuring liabilities were not material. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions HotelTonight On April 15, 2019, the Company completed the acquisition of Hotel Tonight, Inc. (“HotelTonight”), an online marketplace for boutique hotel rentals, to enhance the Company’s offerings in the hotel accommodations space. The Company acquired all outstanding shares of HotelTonight for a total purchase consideration of $441.4 million funded primarily with cash and 3.2 million shares of the Company’s Class A common stock. The aggregate purchase consideration for HotelTonight was comprised of the following (in thousands): Fair Value Cash paid to HotelTonight stockholders and equity award holders $ 237,387 Common stock issued to HotelTonight stockholders and equity award holders 201,079 Replacement stock options attributable to pre-acquisition service 2,891 Total purchase consideration $ 441,357 Cash consideration included reimbursement of acquisition-related transaction costs of $11.3 million incurred by HotelTonight to execute the transaction. Additionally, the Company recognized $3.9 million of acquisition-related costs, recorded as general and administrative expenses in its consolidated statements of operations. Certain unvested stock options held by HotelTonight employees were assumed by the Company in connection with the acquisition. The portion of the fair value of the assumed stock options associated with pre-acquisition service of HotelTonight employees represented a component of the total purchase consideration, as presented above. The remaining fair value of $12.3 million of these issued awards was excluded from the purchase price. These awards, which are subject to the recipients’ continued service with the Company, will be recognized ratably as stock-based compensation expense over the requisite service period. The following table summarizes the final allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands): Amount Cash, cash equivalents, and restricted cash $ 55,960 Intangible assets 88,000 Goodwill 329,899 Net liabilities assumed (32,502) Total purchase consideration $ 441,357 Goodwill is primarily attributable to the assembled workforce and anticipated synergies and economies of scale expected from the integration of the acquired business. The identified intangible assets assumed in the acquisition were recognized as follows based upon their fair values as of the acquisition date (in thousands): Estimated Fair Developed technology 3 years $ 20,000 Listing relationships 10 years 35,100 Trade names 5 years 32,900 Total identified intangible assets $ 88,000 The Company’s consolidated financial statements include the accounts of HotelTonight starting as of the acquisition date. Other Acquisitions During the year ended December 31, 2019, the Company completed two business combinations in addition to the HotelTonight acquisition described above for total consideration of $63.3 million, of which $11.4 million was paid in cash, $36.7 million was paid in shares of the Company’s Class A common stock, and $15.3 million was contingent consideration. Of the total consideration for these acquisitions, $33.8 million was attributed to goodwill, $31.7 million was attributed to intangible assets, and $2.2 million was attributed to other net liabilities. In connection with an acquisition made in 2019, consideration in the form of equity will be earned contingent upon meeting certain milestones based on cumulative booking values. The contingent consideration was valued as of the acquisition date using a Monte Carlo simulation model with varying assumptions including booking projections and probability of achievement through the performance period, which ends in 2025. The contingent consideration is marked to market at each reporting period with changes in fair value recorded in sales and marketing expense, given that the contingent consideration is dependent on selling related activities. For the years ended December 31, 2019 and 2020, the changes in the fair value of the contingent consideration liability were not material and $30.9 million, respectively. During the year ended December 31, 2020, certain performance milestones were met resulting in the vesting of equity to the acquiree with a fair value of $22.4 million. No performance milestones were met for the year ended December 31, 2019. For all intangible assets acquired during the year ended December 31, 2019, the weighted-average useful life was 5.4 years. There were no acquisitions completed during the year ended December 31, 2020 or 2021. |
Related Party Disclosures
Related Party Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsAn executive officer of the Company served on the board of directors of a payment processing vendor. The Company is party to a merchant agreement with the vendor whereby the Company earns transaction fees and incentives for offering its services to its customers in certain markets and satisfying certain base requirements pursuant to the agreement. The Company applies the transaction fees and incentives received to partially offset the merchant fees charged by the vendor. This individual was an executive officer of the Company until March 1, 2020, at which time this individual ceased being an executive officer and was appointed to the Company’s board of directors. Net expense with this vendor was $130.8 million and $210.9 million for the years ended December 31, 2019 and 2020, respectively, and was included in cost of revenue in the consolidated statements of operations. As of December 31, 2020, the amount due from this vendor was $8.3 million |
Schedule II_Valuation and Quali
Schedule II—Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II—Valuation and Qualifying Accounts | Schedule II—Valuation and Qualifying Accounts The tables below detail the activity of the customer receivable reserve, insurance liability, and the valuation allowance on deferred tax assets for the years ended December 31, 2019, 2020, and 2021 (in thousands): Balance at Charged to Charges Balance at Customer Receivable Reserve Year Ended December 31, 2019 $ 25,966 $ 77,053 $ (51,708) $ 51,311 Year Ended December 31, 2020 $ 51,311 $ 107,685 $ (68,449) $ 90,547 Year Ended December 31, 2021 $ 90,547 $ 27,285 $ (86,962) $ 30,870 Balance at Additions for Changes in Net Payments Balance at Insurance Liability Year Ended December 31, 2019 $ 43,912 $ 130,559 $ (7,140) $ (94,558) $ 72,773 Year Ended December 31, 2020 $ 72,773 $ 98,735 $ (21,484) $ (99,004) $ 51,020 Year Ended December 31, 2021 $ 51,020 $ 85,313 $ 1,308 $ (90,408) $ 47,233 Balance at Charged Charged to Balance at Valuation Allowance on Deferred Tax Assets Year Ended December 31, 2019 $ 190,583 $ 824,628 $ 8,794 $ 1,024,005 Year Ended December 31, 2020 $ 1,024,005 $ 1,029,064 $ — $ 2,053,069 Year Ended December 31, 2021 $ 2,053,069 $ 1,210,754 $ — $ 3,263,823 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and variable interest entities (“VIE”) in which the Company is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany transactions have been eliminated in consolidation. The Company determines, at the inception of each arrangement, whether an entity in which it has made an investment or in which it has other variable interest in is considered a VIE. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct the activities that most significantly |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates its estimates, including those related to bad debt reserves, fair value of investments, useful lives of long-lived assets and intangible assets, valuation of acquired goodwill and intangible assets from acquisitions, contingent liabilities, insurance reserves, revenue recognition, valuation of common stock, stock-based compensation, and income and non-income taxes, among others. Actual results could differ materially from these estimates. |
Segment Information | Segment Information Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company has determined it has one operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents are held in checking and interest-bearing accounts and consist of cash and highly-liquid securities with an original maturity of 90 days or less. |
Marketable Securities | Marketable Securities The Company considers all highly-liquid investments with original maturities of greater than 90 days to be marketable securities. The Company determines the appropriate classification of its investments in marketable securities at the time of purchase. As the Company views these securities as available to support current operations, it accounts for these debt securities as available-for-sale and classifies them as short-term assets on its consolidated balance sheets. The Company determines realized gains or losses on the sale of equity and debt securities on a specific identification method. Unrealized gains and non-credit related losses on available-for-sale debt securities are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and impairments are reported within other income (expense), net in the consolidated statements of operations. The assessment for impairment takes into account the severity and duration of the decline in value, adverse changes in the market or industry of the investee, the Company’s intent to sell the security and whether it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis. The Company’s marketable equity securities with readily determinable fair values are measured at fair value on a recurring basis with changes in fair value recognized within other income (expense), net in the consolidated statements of operations. |
Non-Marketable Investments | Non-Marketable Investments Non-marketable investments consist of debt and equity investments in privately-held companies, which are classified as other assets, noncurrent on the consolidated balance sheets. The Company classifies its non-marketable investments that meet the definition of a debt security as available-for-sale. The accounting policy for debt securities classified as available-for-sale is described above. The Company’s non-marketable equity investments are accounted for using either the equity method of accounting or as equity investments without readily determinable fair values under the measurement alternative. The Company uses the equity method if it has the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. For investments accounted for using the equity method, the Company’s proportionate share of its equity interest in the net income (loss) and other comprehensive income (loss) of these companies is recorded in the consolidated statements of operations within other income (expense), net. The carrying amount of the investment in equity interests is adjusted to reflect the Company’s interest in the investee’s net income or loss and any impairments and is classified in other assets, noncurrent on the consolidated balance sheets. Equity investments for which the Company is not able to exercise significant influence over the investee and for which fair value is not readily determinable are accounted for using the measurement alternative. Such investments are carried at cost, less any impairments, and are adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. This election is reassessed each reporting period to determine whether non-marketable equity securities have a readily determinable fair value, in which case they would no longer be eligible for this election. Changes in the basis of the equity investment are recognized in other income (expense), net in the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements. The authoritative guidance on fair value measurements establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. This hierarchy requires the Company to use observable market data when available and to minimize the use of unobservable inputs when determining fair value. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Financial instruments measured and disclosed at fair value are classified and disclosed based on the observability of inputs used in the determination of fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Observable inputs other than Level 1 prices, such as quoted prices in less active markets or model-derived valuations that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities. The carrying amount of the Company’s financial instruments, including cash equivalents, funds receivable and amounts held on behalf of customers, accounts payable, accrued liabilities, funds payable and amounts payable to customers, and unearned fees approximate their respective fair values because of their short maturities. Level 2 Valuation Techniques Financial instruments classified as Level 2 within the Company’s fair value hierarchy are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. Prices of these securities are obtained through independent, third-party pricing services and include market quotations that may include both observable and unobservable inputs. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. The Company’s foreign exchange derivative instruments are valued using pricing models that take into account the contract terms, as well as multiple inputs where applicable, such as interest rate yield curves and currency rates. Level 3 Valuation Techniques Financial instruments classified as Level 3 within the Company’s fair value hierarchy consist primarily of a derivative warrant liability relating to the warrants issued in conjunction with the second lien loan discussed in Note 10, Debt |
Internal-Use Software | Internal-Use Software The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Amortization of such costs begins when the project is substantially complete and ready for its intended use. Capitalized software development costs are classified as property and equipment, net on the consolidated balance sheets and are amortized using the straight-line method over the estimated useful life of the applicable software. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives indicated below: Asset Category Period Computer equipment 5 years Computer software and capitalized internal-use software 1.5 to 3 years Office furniture and equipment 5 years Buildings 25 to 40 years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting, under which assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition, with the exception of contract assets and liabilities which are accounted for in accordance with Topic 606. The excess purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred. |
Leases | Leases The Company determines whether an arrangement is or contains a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has real estate and equipment lease agreements that contain lease and non-lease components, which are accounted for as a single lease component. The Company’s leases often contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives, primarily used to fund leasehold improvements, are recognized when earned and reduce the Company’s right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. For substantially all leases with an initial non-cancelable lease term of less than one year and no option to purchase, the Company elected not to recognize the lease on its Consolidated Balance Sheets and instead recognize rent payments on a straight-line basis over the lease term within operating expense on its Consolidated Statements of Operations. The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019. Upon adoption, the Company recognized an operating lease ROU asset of $340.2 million and lease liabilities of $366.0 million, as well as a cumulative-effect adjustment to the opening balance of accumulated deficit of $22.2 million. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company has one reporting unit. The Company tests goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. There were no impairment charges in any of the periods presented in the consolidated financial statements. Refer to Note 6, Intangible Assets and Goodwill |
Intangible Assets | Intangible Assets Intangible assets are amortized on a straight-line basis over the estimated useful lives ranging from one Intangible Assets and Goodwill |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets that are held and used by the Company are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of the undiscounted cash flows resulting from the use of the asset and its eventual disposition. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary. Any impairments to ROU assets, leasehold improvements, or other assets as a result of a sublease, abandonment, or other similar factor are initially recognized when a decision to do so is made and recorded as an operating expense. Similar to other long-lived assets, management tests ROU assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. For ROU assets, such circumstances may include subleases that do not fully recover the costs of the associated leases or a decision to abandon the use of all or part of an asset. For the years ended December 31, 2020 and 2021, the Company recorded $35.8 million and $112.5 million, respectively, of long-lived asset impairment charges within restructuring charges in the consolidated statement of operations. The Company had no impairments of long-lived assets for the year ended December 31, 2019. |
Revenue Recognition | Revenue Recognition The Company generates substantially all of its revenue from facilitating guest stays at accommodations offered by Hosts on the Company’s platform. The Company considers both Hosts and guests to be its customers. The customers agree to the Company’s Terms of Service (“ToS”) to use the Company’s platform. Upon confirmation of a booking made by a guest, the Host agrees to provide the use of the property. At such time, the Host and guest also agree upon the applicable booking value as well as Host fees and guest fees (collectively “service fees”). The Company charges service fees in exchange for certain activities, including the use of the Company’s platform, customer support, and payment processing activities. These activities are not distinct from each other and are not separate performance obligations. As a result, the Company’s single performance obligation is to facilitate a stay, which occurs upon the completion of a check-in event (a “check-in”). The Company recognizes revenue upon check-in as its performance obligation is satisfied upon check-in and the Company has the right to receive payment for the fulfillment of the performance obligation. The Company charges service fees to its customers as a percentage of the value of the booking, excluding taxes. The Company collects both the booking value from the guest on behalf of the Host and the applicable guest fees owed to the Company using the guest’s pre-authorized payment method. After check-in, the Company disburses the booking value to the Host, less the fees due from the Host to the Company. The Company’s ToS stipulates that a Host may cancel a confirmed booking at any time up to check-in. Therefore, the Company determined that for accounting purposes, each booking is a separate contract with the Host and guest, and the contracts are not enforceable until check-in. Since an enforceable contract for accounting purposes is not established until check-in, there were no partially satisfied or unsatisfied performance obligations as of December 31, 2020 and 2021. The service fees collected from customers prior to check-in are recorded as unearned fees. Unearned fees are not considered contract balances because they are subject to refund in the event of a cancellation. Guest stays of at least 28 nights are considered long-term stays. The Company charges service fees to facilitate long-term stays on a monthly basis. Such stays are generally cancelable with a 30 days advance notice for no significant penalty. Accordingly, long-term stays are treated as month-to-month contracts; each month is a separate contract with the Host and guest, and the contracts are not enforceable until check-in for the initial month as well as subsequent monthly extensions. The Company’s performance obligation for long-term stays is the same as that for short-term stays. The Company recognizes revenue for the first month upon check-in, similar to short-term stays, and recognizes revenue for any subsequent months upon each month’s anniversary from initial check-in date. The Company evaluates the presentation of revenue on a gross versus net basis based on whether or not it is the principal (gross) or the agent (net) in the transaction. As part of the evaluation, the Company considers whether it controls the right to use the property before control is transferred. Indicators of control that the Company considers include whether the Company is primarily responsible for fulfilling the promise associated with the rental of the property, whether it has inventory risk associated with the property, and whether it has discretion in establishing the prices for the property. The Company determined that it does not control the right to use the properties either before or after completion of its service. Accordingly, the Company has concluded that it is acting in an agent capacity and revenue is presented net reflecting the service fees received from Hosts and guests to facilitate a stay. The Company has elected to recognize the incremental costs of obtaining a contract, including the costs of certain referrer fees, as an expense when incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company has no significant financing components in its contracts with customers. Incentive Programs The Company encourages the use of its platform and attracts new customers through its incentive programs. Under the Company’s referral program, the referring party (the “referrer”) earns a coupon when the new guest or Host (the “referee”) completes their first stay on the Company’s platform. Incentives earned by customers for referring new customers are paid in exchange for a distinct service and are accounted for as customer acquisition costs. The Company records the incentive as a liability at the time the incentive is earned by the referrer with the corresponding charge recorded to sales and marketing expense in the same way the Company accounts for other marketing services from third-party vendors. Any amounts paid in excess of the fair value of the referral service received are recorded as a reduction of revenue. Fair value of the service is established using amounts paid to vendors for similar services. Customer referral coupon credits generally expire within one year from issuance and the Company estimates the redemption rates using its historical experience. As of December 31, 2020 and 2021, the referral coupon liability was not material. Through marketing promotions, the Company issues customer coupon credits to encourage the use of its platform. After a customer redeems such incentives, the Company records a reduction to revenue at the date it records the corresponding revenue transaction, as the Company does not receive a distinct good or service in exchange for the customer incentive payment. Refunds In certain instances, the Company issues refunds to customers as part of its customer support activities in the form of cash or credits to be applied toward a future booking. There is no legal obligation to issue such refunds to Hosts or guests on behalf of its customers. The Company accounts for refunds, net of any recoveries, as variable consideration, which results in a reduction to revenue. The Company reduces the transaction price by the estimated amount of the payments by applying the most likely outcome method based on known facts and circumstances and historical experience. The estimate for variable consideration was not material as of December 31, 2020 and 2021. The Company evaluates whether the cumulative amount of payments made to customers that are not in exchange for a distinct good or service received from customers exceeds the cumulative revenue earned since inception of the customer relationships. Any cumulative payments in excess of cumulative revenue are presented within operations and support or sales and marketing on the consolidated statements of operations based on the nature of the payments made to customers. The following table summarizes total payments made to customers (in thousands): Year Ended December 31, 2019 2020 2021 Reductions to revenue $ 274,461 $ 384,181 $ 156,160 Charges to operations and support 103,364 83,093 68,850 Charges to sales and marketing expense 129,623 56,680 46,730 Total payments made to customers $ 507,448 $ 523,954 $ 271,740 |
Payments to Customers | Payments to Customers The Company makes payments to customers as part of its referral programs and marketing promotions, collectively referred to as the Company’s incentive programs, and refund activities. The payments are generally in the form of coupon credits to be applied toward future bookings or as cash refunds. |
Funds Receivable and Funds Payable | Funds Receivable and Funds Payable Funds receivable and amounts held on behalf of customers represent cash received or in-transit from guests via third-party credit card processors and other payment methods, which the Company remits for payment to the Hosts following check-in. This cash and related receivable represent the total amount due to Hosts, and as such, a liability for the same amount is recorded to funds payable and amounts payable to customers. The Company records guest payments, net of service fees, as funds receivable and amounts held on behalf of customers with a corresponding amount in funds payable and amounts payable to customers when cash is received in advance of check-in. Host and guest fees are recorded as cash with a corresponding amount in unearned fees. For certain bookings, a guest may opt to pay a percentage of the total amount due when the booking is confirmed, with the remaining balance due prior to the stay occurring (the “Pay Less Upfront Program”). Under the Pay Less Upfront Program, when the Company receives the first installment payment from the guest upon confirmation of the booking, the Company records the first installment payment as funds receivable and amounts held on behalf of customers with a corresponding amount in funds payable and amounts payable to customers, net of the Host and guest fees. The full value of the service fees is recorded as cash and cash equivalents and unearned fees upon receipt of the first installment payment to represent what the Company expects to be recognized as revenue if the underlying booking is not canceled. Upon receipt of the second installment, such payment amounts are also recorded as funds receivable and amounts held on behalf of customers with a corresponding amount in funds payable and amounts payable to customers. |
Bad Debt | Bad Debt The Company generally collects funds related to bookings from guests on behalf of Hosts prior to check-in. However, in limited circumstances the Company disburses funds to a Host or a guest on behalf of a counterparty guest or Host prior to collecting such amounts from the counterparty. Such uncollected balances generally arise from the timing of payments and collections related to a dispute resolution between the guest and Host or certain alterations to stays and are included in prepaids and other current assets on the consolidated balance sheets. The Company records a customer receivable allowance for credit losses for funds that may never be collected. The Company estimated its exposure to balances deemed to be uncollectible based on factors including known facts and circumstances, historical experience, reasonable and supportable forecasts of economic conditions, and the age of the uncollected balances. The Company writes off the asset when it is determined to be uncollectible. Bad debt expense was $77.1 million, $107.7 million, and $27.3 million for the years ended December 31, 2019, 2020, and 2021, respectively. |
Cost of Revenue | Cost of RevenueCost of revenue primarily consists of payment processing charges, including merchant fees and chargebacks, costs associated with third-party data centers used to host the Company’s platform, and amortization of internally developed software and acquired technology. |
Operations and Support | Operations and Support Operations and support costs primarily consist of personnel-related expenses and third-party service provider fees associated with customer support provided via phone, email, and chat to Hosts and guests, customer relations costs, which include refunds and credits related to customer satisfaction and expenses associated with the Company’s Host protection programs, and allocated costs for facilities and information technology. These costs are expensed as incurred. |
Product Development | Product Development Product development costs primarily consist of personnel-related expenses and third-party service provider fees incurred in connection with the development of the Company’s platform and new products as well as the improvement of existing products, and allocated costs for facilities and information technology. These costs are expensed as incurred. |
Sales and Marketing | Sales and Marketing Sales and marketing costs primarily consist of performance and brand marketing, personnel-related expenses, including those related to field operations, portions of referral incentives and coupons, policy and communications, and allocated costs for facilities and information technology. These costs are expensed as incurred. Advertising expenses were $712.6 million, $176.0 million, and $542.1 million for the years ended December 31, 2019, 2020, and 2021, respectively. |
General and Administrative | General and Administrative General and administrative costs primarily consist of personnel-related expenses for executive management and administrative functions, including finance and accounting, legal, and human resources, as well as general corporate and director and officer insurance. General and administrative costs also include certain professional services fees, allocated costs for facilities and information technology expenses, indirect taxes including lodging taxes where the Company may be held jointly liable with Hosts for collecting and remitting such taxes, and bad debt expense. These costs are expensed as incurred. |
Restructuring Charges | Restructuring Charges Costs and liabilities associated with management-approved restructuring activities are recognized when they are incurred. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within accrued expenses and other liabilities on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax law in effect for the years in which the temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition, step one, occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement, step two, determines the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement |
Foreign Currency | Foreign Currency The Company’s reporting currency is the U.S. dollar. The Company determines the functional currency for each of its foreign subsidiaries by reviewing their operations and currencies used in their primary economic environments. Assets and liabilities for foreign subsidiaries with functional currency other than U.S. dollar are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Statements of operations amounts are translated at average exchange rates for the period. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). No material amounts were reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2019, 2020, and 2021. |
Derivatives Instruments | Derivative Instruments The Company enters into financial derivative instruments, consisting of foreign currency contracts to mitigate its exposure to the impact of movements in currency exchange rates on its transactional balances denominated in currencies other than the functional currency. The Company does not use derivatives for trading or speculative purposes. Derivative instruments are recognized in the consolidated balance sheets at fair value. Gains and losses resulting from changes in the fair value of derivative instruments that are not designated as hedging instruments for accounting purposes are recognized in other income (expense), net in the consolidated statements of operations in the period that the changes occur. |
Stock-Based Compensation and Employee Stock Purchase Plan ("ESPP") | Stock-Based Compensation Stock-based compensation expense primarily relates to restricted stock units (“RSU”), restricted common stock, stock options, and the Employee Stock Purchase Plan (“ESPP”). RSUs and restricted common stock are measured at the fair market value of the underlying stock at the grant date and the expense is recognized over the requisite service period. The fair value of stock options and ESPP shares granted to employees is estimated on the date of grant using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant. The Company estimates the expected term of stock options granted based on the simplified method and estimates the volatility of its common stock on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies. The simplified method calculates the expected term as the mid-point between the weighted-average time to vesting and the contractual maturity. The simplified method is used as the Company does not have sufficient historical data regarding stock option exercises. The contractual term of the Company’s stock options is ten years. The Company accounts for forfeitures as they occur. The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item when an option exercise or a vesting and release of shares occurs. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company applies the two-class method when computing net loss per share attributable to common stockholders when shares are issued that meet the definition of a participating security. The two-class method determines net income (loss) per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. The Company’s previously outstanding redeemable convertible preferred stock was a participating security as the holders of such shares participated in dividends but did not contractually participate in the Company’s losses. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) reflects gains and losses that are recorded as a component of stockholders’ equity and are excluded from net loss. Other comprehensive income (loss) consists of foreign currency translation adjustments related to consolidation of foreign entities and unrealized gains (losses) on securities classified as available-for-sale. |
Contingencies | Contingencies The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In January 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 , which clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. For public companies, the guidance was effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption was permitted. The Company adopted the standard on January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplify the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the standard on January 1, 2021 and applied this guidance to its convertible senior notes issued in March 2021. Refer to Note 10, Debt, for additional information. In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs , which clarifies when an entity should assess whether a callable debt security is within the scope of accounting guidance, which impacts the amortization period for nonrefundable fees and other costs. For public companies, the guidance was effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Upon adoption, the amendments are to be applied on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. Early adoption was not permitted. The Company adopted the standard on January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations - Accounting for contract assets and contract liabilities from contracts with customers (Topic 805) , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Revenues from contracts with customers (Topic 606). For public companies, the guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the guidance upon issuance within the fourth quarter of 2021. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance and may be applied at the beginning of the interim period that includes March 12, 2020 through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, which clarified the scope of Topic 848 to include derivatives that are affected by a change in the interest rate used for margining, discounting, or contract price alignment that do not also reference London Interbank Offered Rate or another reference rate that is expected to be discontinued as a result of the reference rate reform. The standard is effective upon issuance and may be applied retroactively as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively to any new modifications within an interim period including or subsequent to January 7, 2021, up to the date that the financial statements are available to be issued. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The standard is effective for public entities in fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash | The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s consolidated balance sheets to the total amount presented in the consolidated statements of cash flows (in thousands): As of December 31, 2019 2020 2021 Cash and cash equivalents $ 2,013,547 $ 5,480,557 $ 6,067,438 Cash and cash equivalents included in funds receivable and amounts held on behalf of customers 3,129,781 2,153,849 3,645,087 Restricted cash 115 33,846 14,764 Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows $ 5,143,443 $ 7,668,252 $ 9,727,289 |
Schedule of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s consolidated balance sheets to the total amount presented in the consolidated statements of cash flows (in thousands): As of December 31, 2019 2020 2021 Cash and cash equivalents $ 2,013,547 $ 5,480,557 $ 6,067,438 Cash and cash equivalents included in funds receivable and amounts held on behalf of customers 3,129,781 2,153,849 3,645,087 Restricted cash 115 33,846 14,764 Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows $ 5,143,443 $ 7,668,252 $ 9,727,289 The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of the Company’s available-for-sale debt securities aggregated by investment category (in thousands): December 31, 2020 Classification as of December 31, 2020 Cost or Gross Gross Total Cash and Marketable Other Funds Receivable (2) Certificates of deposit $ 421,272 $ — $ — $ 421,272 $ 278,281 $ 142,991 $ — $ — Government bonds (1) 1,924,988 65 (1) 1,925,052 1,392,966 65,867 — 466,219 Commercial paper 1,021,150 — — 1,021,150 779,527 241,623 — — Corporate debt securities 508,901 1,475 (1,635) 508,741 229,633 267,618 11,490 — Mortgage-backed and asset-backed securities 36,553 913 (113) 37,353 — 37,353 — — Total $ 3,912,864 $ 2,453 $ (1,749) $ 3,913,568 $ 2,680,407 $ 755,452 $ 11,490 $ 466,219 (1) Includes U.S. government and government agency debt securities (2) Funds receivable and amounts held on behalf of customers December 31, 2021 Classification as of December 31, 2021 Cost or Gross Gross Total Cash and Marketable Other Funds Receivable (2) Certificates of deposit $ 395,351 $ — $ — $ 395,351 $ 31,117 $ 364,234 $ — $ — Government bonds (1) 850 13 — 863 — 863 — — Commercial paper 1,156,963 — — 1,156,963 163,959 993,004 — — Corporate debt securities 917,718 220 (3,147) 914,791 41,439 862,901 10,451 — Mortgage-backed and asset-backed securities 34,019 338 (321) 34,036 — 34,036 — — Total $ 2,504,901 $ 571 $ (3,468) $ 2,502,004 $ 236,515 $ 2,255,038 $ 10,451 $ — (1) Includes U.S. government and government agency debt securities |
Schedule of Depreciation and Amortization on Property and Equipment | Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives indicated below: Asset Category Period Computer equipment 5 years Computer software and capitalized internal-use software 1.5 to 3 years Office furniture and equipment 5 years Buildings 25 to 40 years Leasehold improvements Lesser of estimated useful life or remaining lease term Property and equipment, net, consisted of the following (in thousands): As of December 31, 2020 2021 Computer equipment $ 55,972 $ 56,513 Computer software and capitalized internal-use software 163,702 175,129 Office furniture and equipment 47,596 43,169 Leasehold improvements 243,110 213,950 Buildings and land 16,844 16,844 527,224 505,605 Less: Accumulated depreciation and amortization (267,851) (379,194) 259,373 126,411 Construction in progress 10,821 30,174 Total property and equipment, net $ 270,194 $ 156,585 |
Payments Made To Customers | The following table summarizes total payments made to customers (in thousands): Year Ended December 31, 2019 2020 2021 Reductions to revenue $ 274,461 $ 384,181 $ 156,160 Charges to operations and support 103,364 83,093 68,850 Charges to sales and marketing expense 129,623 56,680 46,730 Total payments made to customers $ 507,448 $ 523,954 $ 271,740 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents, and restricted cash reported on the Company’s consolidated balance sheets to the total amount presented in the consolidated statements of cash flows (in thousands): As of December 31, 2019 2020 2021 Cash and cash equivalents $ 2,013,547 $ 5,480,557 $ 6,067,438 Cash and cash equivalents included in funds receivable and amounts held on behalf of customers 3,129,781 2,153,849 3,645,087 Restricted cash 115 33,846 14,764 Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows $ 5,143,443 $ 7,668,252 $ 9,727,289 The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of the Company’s available-for-sale debt securities aggregated by investment category (in thousands): December 31, 2020 Classification as of December 31, 2020 Cost or Gross Gross Total Cash and Marketable Other Funds Receivable (2) Certificates of deposit $ 421,272 $ — $ — $ 421,272 $ 278,281 $ 142,991 $ — $ — Government bonds (1) 1,924,988 65 (1) 1,925,052 1,392,966 65,867 — 466,219 Commercial paper 1,021,150 — — 1,021,150 779,527 241,623 — — Corporate debt securities 508,901 1,475 (1,635) 508,741 229,633 267,618 11,490 — Mortgage-backed and asset-backed securities 36,553 913 (113) 37,353 — 37,353 — — Total $ 3,912,864 $ 2,453 $ (1,749) $ 3,913,568 $ 2,680,407 $ 755,452 $ 11,490 $ 466,219 (1) Includes U.S. government and government agency debt securities (2) Funds receivable and amounts held on behalf of customers December 31, 2021 Classification as of December 31, 2021 Cost or Gross Gross Total Cash and Marketable Other Funds Receivable (2) Certificates of deposit $ 395,351 $ — $ — $ 395,351 $ 31,117 $ 364,234 $ — $ — Government bonds (1) 850 13 — 863 — 863 — — Commercial paper 1,156,963 — — 1,156,963 163,959 993,004 — — Corporate debt securities 917,718 220 (3,147) 914,791 41,439 862,901 10,451 — Mortgage-backed and asset-backed securities 34,019 338 (321) 34,036 — 34,036 — — Total $ 2,504,901 $ 571 $ (3,468) $ 2,502,004 $ 236,515 $ 2,255,038 $ 10,451 $ — (1) Includes U.S. government and government agency debt securities |
Debt Securities, Available-for-sale | The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of the Company’s available-for-sale debt securities aggregated by investment category (in thousands): December 31, 2020 Classification as of December 31, 2020 Cost or Gross Gross Total Cash and Marketable Other Funds Receivable (2) Certificates of deposit $ 421,272 $ — $ — $ 421,272 $ 278,281 $ 142,991 $ — $ — Government bonds (1) 1,924,988 65 (1) 1,925,052 1,392,966 65,867 — 466,219 Commercial paper 1,021,150 — — 1,021,150 779,527 241,623 — — Corporate debt securities 508,901 1,475 (1,635) 508,741 229,633 267,618 11,490 — Mortgage-backed and asset-backed securities 36,553 913 (113) 37,353 — 37,353 — — Total $ 3,912,864 $ 2,453 $ (1,749) $ 3,913,568 $ 2,680,407 $ 755,452 $ 11,490 $ 466,219 (1) Includes U.S. government and government agency debt securities (2) Funds receivable and amounts held on behalf of customers December 31, 2021 Classification as of December 31, 2021 Cost or Gross Gross Total Cash and Marketable Other Funds Receivable (2) Certificates of deposit $ 395,351 $ — $ — $ 395,351 $ 31,117 $ 364,234 $ — $ — Government bonds (1) 850 13 — 863 — 863 — — Commercial paper 1,156,963 — — 1,156,963 163,959 993,004 — — Corporate debt securities 917,718 220 (3,147) 914,791 41,439 862,901 10,451 — Mortgage-backed and asset-backed securities 34,019 338 (321) 34,036 — 34,036 — — Total $ 2,504,901 $ 571 $ (3,468) $ 2,502,004 $ 236,515 $ 2,255,038 $ 10,451 $ — (1) Includes U.S. government and government agency debt securities |
Contractual Maturities of the Available-for-Sale Debt Securities | The following table summarizes the contractual maturities of the Company’s available-for-sale debt securities (in thousands): December 31, 2021 Amortized Estimated Due within one year $ 2,359,069 $ 2,358,792 Due in one year to five years 130,273 127,861 Due within five to ten years 13,019 12,837 Due beyond ten years 2,540 2,514 Total $ 2,504,901 $ 2,502,004 |
Equity Securities without Readily Determinable Fair Value | The following table summarizes the total carrying value of equity investments without readily determinable fair values (in thousands): Year Ended December 31, 2020 2021 Carrying value, beginning of period $ 131,210 $ 78,074 Downward adjustments for observable price changes and impairment (53,136) (3,081) Carrying value, end of period $ 78,074 $ 74,993 The following table summarizes the cumulative impairment charges of equity investments without readily determinable fair values (in thousands): As of December 31, 2020 2021 Cumulative downward adjustments for observable price changes and impairment $ 53,136 $ 56,217 |
Fair Value Measurement and Fi_2
Fair Value Measurement and Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value | The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 22,676 $ — $ — $ 22,676 Certificates of deposit 278,281 — — 278,281 U.S. government debt securities — 1,392,966 — 1,392,966 Commercial paper — 779,527 — 779,527 Corporate debt securities — 229,633 — 229,633 300,957 2,402,126 — 2,703,083 Marketable securities: Certificates of deposit 142,991 — — 142,991 U.S. government and government agency debt securities — 65,867 — 65,867 Commercial paper — 241,623 — 241,623 Corporate debt securities — 267,618 — 267,618 Mortgage-backed and asset-backed securities — 37,353 — 37,353 Mutual funds — 155,248 — 155,248 142,991 767,709 — 910,700 Funds receivable and amounts held on behalf of customers: U.S. government and government agency debt securities — 466,219 — 466,219 Prepaids and other current assets: Foreign exchange derivative assets — 12,478 — 12,478 Other assets, noncurrent: Corporate debt securities — — 11,490 11,490 Total assets at fair value $ 443,948 $ 3,648,532 $ 11,490 $ 4,103,970 Liabilities Accrued expenses and other current liabilities: Foreign exchange derivative liabilities $ — $ 32,250 $ — $ 32,250 Derivative warrant liability (Note 10) — — 985,181 985,181 Total liabilities at fair value $ — $ 32,250 $ 985,181 $ 1,017,431 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,923,184 $ — $ — $ 1,923,184 Certificates of deposit 31,117 — — 31,117 Commercial paper — 163,959 — 163,959 Corporate debt securities — 41,439 — 41,439 1,954,301 205,398 — 2,159,699 Marketable securities: Certificates of deposit 364,234 — — 364,234 U.S. government and government agency debt securities — 863 — 863 Commercial paper — 993,004 — 993,004 Corporate debt securities — 862,901 — 862,901 Mortgage-backed and asset-backed securities — 34,036 — 34,036 364,234 1,890,804 — 2,255,038 Funds receivable and amounts held on behalf of customers: Money market funds 466,319 — — 466,319 Prepaids and other current assets: Foreign exchange derivative assets — 25,918 — 25,918 Other assets, noncurrent: Corporate debt securities — — 10,451 10,451 Total assets at fair value $ 2,784,854 $ 2,122,120 $ 10,451 $ 4,917,425 Liabilities Accrued expenses and other current liabilities: Foreign exchange derivative liabilities $ — $ 10,280 $ — $ 10,280 Total liabilities at fair value $ — $ 10,280 $ — $ 10,280 |
Schedule of Fair Value Assets Measured on Recurring Basis, Rollforward | The following table presents additional information about investments that are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value (in thousands): December 31, 2020 2021 Derivative Other Derivative Other Balance, beginning of year $ — $ 13,029 $ 985,181 $ 11,490 Additions 116,641 — — — Reclassifications to equity — — (1,277,168) — Total realized and unrealized gains (losses): Included in earnings 868,540 — 291,987 — Included in other comprehensive income (loss) — (1,539) — (1,039) Balance, end of year $ 985,181 $ 11,490 $ — $ 10,451 Changes in unrealized gains or losses included in other comprehensive income (loss) related to investments held at the reporting date $ — $ (1,539) $ — $ (1,039) |
Schedule of Fair Value Liabilities Measured on Recurring Basis, Rollforward | The following table presents additional information about investments that are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value (in thousands): December 31, 2020 2021 Derivative Other Derivative Other Balance, beginning of year $ — $ 13,029 $ 985,181 $ 11,490 Additions 116,641 — — — Reclassifications to equity — — (1,277,168) — Total realized and unrealized gains (losses): Included in earnings 868,540 — 291,987 — Included in other comprehensive income (loss) — (1,539) — (1,039) Balance, end of year $ 985,181 $ 11,490 $ — $ 10,451 Changes in unrealized gains or losses included in other comprehensive income (loss) related to investments held at the reporting date $ — $ (1,539) $ — $ (1,039) |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of December 31, 2020 (fair value amounts in thousands): Fair Value Valuation Technique Unobservable Inputs Value Liability Derivative warrant liability $ 985,181 Black-Scholes option-pricing model Stock volatility 44.4 % Risk-free rate 0.9 % Expected term 9.3 years |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identifiable intangible assets consisted of the following (in thousands): December 31, 2020 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Listing relationships $ 42,501 $ (9,492) $ 33,009 $ 42,501 $ (15,467) $ 27,034 Customer contacts 4,346 (2,159) 2,187 4,346 (3,570) 776 Developed technology 37,800 (28,417) 9,383 22,900 (20,956) 1,944 Trade names 35,753 (13,823) 21,930 33,163 (17,980) 15,183 Other 9,652 (275) 9,377 9,650 (2,279) 7,371 Total intangible assets $ 130,052 $ (54,166) $ 75,886 $ 112,560 $ (60,252) $ 52,308 (1) Excludes write off of intangible assets that have been fully amortized. |
Schedule of Estimated Amortization Expense for Intangible Assets | Estimated future amortization expense for intangible assets as of December 31, 2021 was as follows (in thousands): Year Ending December 31, Amount 2022 $ 16,320 2023 12,065 2024 6,988 2025 5,313 2026 3,679 Thereafter 7,943 Total future amortization expense $ 52,308 |
Schedule of Goodwill | Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2021 were as follows (in thousands): Amount Balance as of December 31, 2019 $ 652,088 Foreign currency translation adjustments 3,713 Balance as of December 31, 2020 655,801 Foreign currency translation adjustments (3,199) Balance as of December 31, 2021 $ 652,602 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Depreciation and Amortization on Property and Equipment | Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives indicated below: Asset Category Period Computer equipment 5 years Computer software and capitalized internal-use software 1.5 to 3 years Office furniture and equipment 5 years Buildings 25 to 40 years Leasehold improvements Lesser of estimated useful life or remaining lease term Property and equipment, net, consisted of the following (in thousands): As of December 31, 2020 2021 Computer equipment $ 55,972 $ 56,513 Computer software and capitalized internal-use software 163,702 175,129 Office furniture and equipment 47,596 43,169 Leasehold improvements 243,110 213,950 Buildings and land 16,844 16,844 527,224 505,605 Less: Accumulated depreciation and amortization (267,851) (379,194) 259,373 126,411 Construction in progress 10,821 30,174 Total property and equipment, net $ 270,194 $ 156,585 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of lease cost were as follows (in thousands): Year Ended December 31, 2020 2021 Operating lease cost (1) $ 91,248 $ 83,317 Short-term lease cost (1) 632 2,641 Variable lease cost (1) 12,309 13,895 Sublease income (2) (143) (305) Lease cost, net (3) $ 104,046 $ 99,548 (1) Classified within operations and support, product development, sales and marketing, and general and administrative expenses in the consolidated statements of operations. (2) Classified within other income (expense), net on the consolidated statements of operations. (3) Lease costs do not include lease impairments due to restructuring. Refer to Note 17, Restructuring , for additional information. Supplemental disclosures of cash flow information related to leases were as follows (in thousands): Year Ended December 31, 2020 2021 Cash paid for operating lease liabilities $ 63,407 $ 92,286 Lease liabilities arising from obtaining right-of-use assets 103,452 17,889 Lease term and discount rate were as follows: As of December 31, 2020 2021 Weighted-average remaining lease term (years) 8.1 7.2 Weighted-average discount rate 6.6 % 6.8 % |
Maturities of lease liabilities | Maturities of lease liabilities (excluding short-term leases) were as follows as of December 31, 2021 (in thousands): Year Ending December 31, Amount 2022 $ 89,717 2023 69,923 2024 57,402 2025 89,898 2026 82,153 Thereafter 195,539 Total lease payments 584,632 Less: Imputed interest (148,670) Present value of lease liabilities 435,962 Less: Current portion of lease liabilities (63,479) Total long-term lease liabilities $ 372,483 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses And Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2020 2021 Indirect tax reserves $ 188,309 $ 182,796 Indirect taxes payable 153,255 309,616 Travel credit liability 209,739 74,492 Compensation and related benefits 380,164 415,626 Derivative warrant liability 985,181 — Foreign exchange derivative liabilities 32,250 10,280 Current portion of long-term debt and accrued interest expense 26,755 — Contingent consideration liability 23,096 34,344 Sales and marketing 25,437 59,418 Income and other tax liabilities 12,002 25,112 Gift card liability 56,489 98,129 Other 321,394 348,430 Total accrued expenses and other current liabilities $ 2,414,071 $ 1,558,243 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following table summarizes the Company’s outstanding debt (in thousands): As of Effective Interest Rate As of Effective Interest Rate Convertible senior notes due March 2026 $ — — % $ 2,000,000 0.2 % First lien loan due April 2025 995,000 9.5 % — — % Second lien loan due July 2025 1,000,000 15.1 % — — % Total debt 1,995,000 2,000,000 Less: Unamortized debt discount and debt issuance costs (169,438) (17,463) Less: Current portion of long-term debt (10,000) — Total long-term debt, net of current portion $ 1,815,562 $ 1,982,537 |
Schedule of Maturities of Long-term Debt | The future principal payments for the Company’s long-term debt as of December 31, 2021 are summarized as follows (in thousands): Year Ending December 31, Amount 2022 $ — 2023 — 2024 — 2025 — 2026 2,000,000 Total $ 2,000,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions of Options Granted | The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model using the range of assumptions in the following table: Year Ended December 31, 2019 2020 2021 Expected dividend yield — — — Volatility 41.8% - 44.3% 39.1% - 43.6% 44.2% - 44.9% Expected term (years) 5.0 - 8.0 5.1 - 8.0 8.0 Risk-free interest rate 1.5% - 2.5% 0.5% - 1.5% 1.1% - 1.5% |
Summary of Option Activity | A summary of option and RSU activity under the Plans was as follows (in thousands, except per share amounts): Outstanding Stock Options Outstanding Restricted Stock Units Shares Number of Weighted- Number of Weighted- Balances as of December 31, 2019 25,344 46,512 $ 10.08 76,136 $ 45.69 Granted (1) (45,368) 4,638 39.38 40,730 30.13 Increase in shares available for grant (2) 66,942 — — — — Shares withheld for taxes 24,296 — — — — Exercised/Vested — (7,496) 2.01 (56,070) 37.79 Canceled (3) 15,206 (2,233) 53.32 (13,042) 51.86 Balances as of December 31, 2020 86,420 41,421 12.48 47,754 40.01 Granted (1) (9,591) 715 191.08 8,876 181.15 Shares withheld for taxes 464 — — (464) 66.99 Exercised/Vested — (17,707) 7.77 (15,612) 57.05 Canceled (3) 4,072 (307) 56.69 (3,765) 64.32 Balances as of December 31, 2021 81,365 24,122 19.69 36,789 61.22 (1) There were no options or RSUs that were granted from the Assumed Equity Incentive Plan for the years ended December 31, 2020 and 2021. (2) Includes 62,069,613 shares of the Company’s Class A common stock initially reserved for issuance under the 2020 Incentive Award Plan. (3) The outstanding options and RSUs include cancellations of 55,158 and 2,158 options and 14,178 and 530 RSUs in 2020 and 2021, respectively, from the Assumed Equity Incentive Plan that are no longer available for future grants. Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2020 41,421 $ 12.48 3.91 $ 5,563,735 Options exercisable as of December 31, 2020 36,682 8.63 3.21 5,068,315 Options outstanding as of December 31, 2021 24,122 19.69 3.66 3,555,384 Options exercisable as of December 31, 2021 20,909 13.28 2.90 3,206,548 |
Summary of RSU Activity | A summary of option and RSU activity under the Plans was as follows (in thousands, except per share amounts): Outstanding Stock Options Outstanding Restricted Stock Units Shares Number of Weighted- Number of Weighted- Balances as of December 31, 2019 25,344 46,512 $ 10.08 76,136 $ 45.69 Granted (1) (45,368) 4,638 39.38 40,730 30.13 Increase in shares available for grant (2) 66,942 — — — — Shares withheld for taxes 24,296 — — — — Exercised/Vested — (7,496) 2.01 (56,070) 37.79 Canceled (3) 15,206 (2,233) 53.32 (13,042) 51.86 Balances as of December 31, 2020 86,420 41,421 12.48 47,754 40.01 Granted (1) (9,591) 715 191.08 8,876 181.15 Shares withheld for taxes 464 — — (464) 66.99 Exercised/Vested — (17,707) 7.77 (15,612) 57.05 Canceled (3) 4,072 (307) 56.69 (3,765) 64.32 Balances as of December 31, 2021 81,365 24,122 19.69 36,789 61.22 (1) There were no options or RSUs that were granted from the Assumed Equity Incentive Plan for the years ended December 31, 2020 and 2021. (2) Includes 62,069,613 shares of the Company’s Class A common stock initially reserved for issuance under the 2020 Incentive Award Plan. (3) The outstanding options and RSUs include cancellations of 55,158 and 2,158 options and 14,178 and 530 RSUs in 2020 and 2021, respectively, from the Assumed Equity Incentive Plan that are no longer available for future grants. Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2020 41,421 $ 12.48 3.91 $ 5,563,735 Options exercisable as of December 31, 2020 36,682 8.63 3.21 5,068,315 Options outstanding as of December 31, 2021 24,122 19.69 3.66 3,555,384 Options exercisable as of December 31, 2021 20,909 13.28 2.90 3,206,548 The following table summarizes the activity related to the Company’s restricted common stock (in thousands, except for per share amounts): Number of Weighted-Average Unvested restricted common stock as of December 31, 2019 996 $ 62.26 Issued — — Vested (278) 62.12 Unvested restricted common stock as of December 31, 2020 718 62.33 Issued — — Vested (86) 62.41 Unvested restricted common stock as of December 31, 2021 632 62.32 |
Summary of Stock-based Compensation Expense | The following table summarizes total stock-based compensation expense (in thousands): Year Ended December 31, 2019 2020 2021 Operations and support $ 817 $ 143,997 $ 48,473 Product development 56,632 1,878,793 545,113 Sales and marketing 23,919 435,272 99,969 General and administrative 16,179 544,086 205,292 Restructuring charges — (200) (17) Stock-based compensation expense $ 97,547 $ 3,001,948 $ 898,830 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of commitments, purchase obligations and other commitments | The Company has commitments including purchase obligations for web-hosting services and other commitments for brand marketing. The following table presents these non-cancelable commitments and obligations as of December 31, 2021 (in thousands): Total Less than 1 to 3 years 3 to 5 years More than Purchase obligations $ 1,173,429 $ 145,336 $ 310,671 $ 608,171 $ 109,251 Other commitments 268,000 36,000 74,000 78,000 80,000 Total $ 1,441,429 $ 181,336 $ 384,671 $ 686,171 $ 189,251 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The domestic and foreign components of income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2019 2020 2021 Domestic $ (153,154) $ (4,509,519) $ (390,652) Foreign (258,549) (172,419) 90,445 Loss before income taxes $ (411,703) $ (4,681,938) $ (300,207) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for (benefit from) income taxes were as follows (in thousands): Year Ended December 31, 2019 2020 2021 Current Federal $ 223,673 $ (91,094) $ 4,704 State 5,930 (976) 2,238 Foreign 38,660 14,449 33,950 Total current provision for (benefit from) income taxes 268,263 (77,621) 40,892 Deferred Federal (1,563) 47 98 State (248) 55 — Foreign (3,816) (19,703) 10,837 Total deferred benefit for income taxes (5,627) (19,601) 10,935 Total provision for (benefit from) income taxes $ 262,636 $ (97,222) $ 51,827 |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: Year Ended December 31, 2019 2020 2021 Expected income tax expense at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefits (0.2) — (0.7) Foreign tax rate differential (19.5) (0.5) (5.1) Stock-based compensation (0.9) 7.1 282.4 Acquisition related expenses (0.3) — — Deferred tax impacts of restructuring — 6.5 (9.7) Other statutorily non-deductible expenses (2.6) (0.3) (1.1) Non-deductible warrant revaluations — (3.9) (20.4) Research and development credits (0.9) 4.3 51.0 Uncertain tax positions—prior year positions (53.0) (0.1) (3.1) Uncertain tax positions—current year positions (4.2) (0.2) (1.0) Other 0.2 0.3 1.3 Change in valuation allowance (3.4) (32.1) (331.9) Effective tax rate (63.8) % 2.1 % (17.3) % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities consisted of the following (in thousands): As of December 31, 2020 2021 Deferred tax assets: Net operating loss carryforwards $ 1,078,070 $ 1,987,606 Tax credit carryforwards 333,991 568,468 Accruals and reserves 70,130 105,530 Non-income tax accruals 71,706 64,757 Stock-based compensation 211,216 156,726 Operating lease liabilities 94,840 86,690 Intangible assets 274,396 210,057 Other 53,477 155,020 Gross deferred tax assets 2,187,826 3,334,854 Valuation allowance (2,053,069) (3,263,823) Total deferred tax assets 134,757 71,031 Deferred tax liabilities: Property and equipment basis differences (33,503) (7,834) Operating lease assets (72,659) (48,628) Other (3,091) — Total deferred tax liabilities (109,253) (56,462) Total net deferred tax assets $ 25,504 $ 14,569 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of the Company’s total gross unrecognized tax benefits was as follows (in thousands): Year Ended December 31, 2019 2020 2021 Balance at beginning of period $ 69,837 $ 336,726 $ 507,865 Gross increases related to prior year tax positions 237,972 2,223 13,568 Gross decreases related to prior year tax positions (5,029) (5,970) (1,772) Gross increases related to current year tax positions 36,502 196,492 84,990 Reductions due to settlements with taxing authorities (2,296) (21,240) (1,313) Reduction due to lapse in statute of limitations (260) (366) (6,776) Balance at end of period $ 336,726 $ 507,865 $ 596,562 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Share of Common Stock | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods indicated (in thousands, except per share amounts): Year Ended December 31, 2019 2020 2021 Net loss attributable to Class A and Class B common stockholders $ (674,339) $ (4,584,716) $ (352,034) Weighted-average shares in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 260,556 284,363 615,891 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (2.59) $ (16.12) $ (0.57) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in thousands): Year Ended December 31, 2019 2020 2021 2026 Notes (1) — — 11,086 Warrants — 7,935 7,935 Escrow shares 644 644 74 Stock options 46,512 41,421 24,122 Restricted stock awards 354 212 127 Restricted stock units 5,931 35,738 26,041 Employee stock purchase plan — 561 365 Redeemable convertible preferred stock 240,911 — — Total 294,352 86,511 69,750 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Geography | The following table sets forth the breakdown of revenue by geography, determined based on the location of the Host’s listing (in thousands): Year Ended December 31, 2019 2020 2021 United States $ 1,770,550 $ 1,648,595 $ 2,996,355 International (1) 3,034,689 1,729,604 2,995,405 Total revenue $ 4,805,239 $ 3,378,199 $ 5,991,760 |
Long-lived Assets by Geographic Areas | The following table sets forth the breakdown of long-lived assets based on geography (in thousands): As of December 31, 2020 2021 United States $ 535,321 $ 330,373 Ireland 73,884 56,705 Other international 45,057 41,543 Total long-lived assets $ 654,262 $ 428,621 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, Aggregate Purchase Consideration | The aggregate purchase consideration for HotelTonight was comprised of the following (in thousands): Fair Value Cash paid to HotelTonight stockholders and equity award holders $ 237,387 Common stock issued to HotelTonight stockholders and equity award holders 201,079 Replacement stock options attributable to pre-acquisition service 2,891 Total purchase consideration $ 441,357 |
Schedule of Allocation for Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands): Amount Cash, cash equivalents, and restricted cash $ 55,960 Intangible assets 88,000 Goodwill 329,899 Net liabilities assumed (32,502) Total purchase consideration $ 441,357 |
Schedule of Finite-Lived Intangible Assets Acquired in Business Combination | The identified intangible assets assumed in the acquisition were recognized as follows based upon their fair values as of the acquisition date (in thousands): Estimated Fair Developed technology 3 years $ 20,000 Listing relationships 10 years 35,100 Trade names 5 years 32,900 Total identified intangible assets $ 88,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Dec. 14, 2020USD ($)$ / sharesshares | Oct. 26, 2020 | Jun. 30, 2019shares | Dec. 31, 2021USD ($)reportingUnitsegmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Nov. 30, 2020shares | Jan. 01, 2019USD ($) | Dec. 31, 2018shares |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock split, conversion ratio | 0.5 | ||||||||
Temporary equity outstanding (in shares) | shares | 0 | 0 | 239,624,000 | 239,624,000 | |||||
Stock-based compensation expense | $ 898,830,000 | $ 3,001,948,000 | $ 97,547,000 | ||||||
Shares withheld for tax withholding obligation (in shares) | shares | 24,200,000 | ||||||||
Taxes paid related to net share settlement of equity awards | $ 1,600,000,000 | $ 53,955,000 | 1,650,454,000 | 0 | |||||
Common stock authorized (in shares) | shares | 4,736,000,000 | ||||||||
Number of operating segments | segment | 1 | ||||||||
Number of reportable segments | segment | 1 | ||||||||
Operating lease right-of-use assets | $ 272,036,000 | 384,068,000 | |||||||
Operating lease liabilities | 435,962,000 | ||||||||
Accumulated deficit | $ (6,357,741,000) | (6,005,707,000) | |||||||
Number of reporting units | reportingUnit | 1 | ||||||||
Long-lived asset impairment charge | $ 112,500,000 | 35,800,000 | 0 | ||||||
Number of days, long-term stay, minimum | 28 days | ||||||||
Advance notice period required for cancellation | 30 days | ||||||||
Referral coupon liability | $ 0 | 0 | |||||||
Estimate for variable consideration | 0 | 0 | |||||||
Bad debt expense | 27,285,000 | 107,685,000 | 77,053,000 | ||||||
Advertising expense | 542,100,000 | 176,000,000 | 712,600,000 | ||||||
Reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | ||||||
Cumulative translation gain (loss) | 2,800,000 | (3,100,000) | |||||||
Net realized and unrealized gains (losses) on foreign currency transactions and balances | $ (5,100,000) | $ 31,500,000 | $ (4,800,000) | ||||||
Award contractual term | 10 years | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Operating lease right-of-use assets | $ 340,200,000 | ||||||||
Operating lease liabilities | 366,000,000 | ||||||||
Accumulated deficit | $ 22,200,000 | ||||||||
Minimum | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Intangible assets, estimated useful life | 1 year | ||||||||
Maximum | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Intangible assets, estimated useful life | 10 years | ||||||||
Performance Shares | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock-based compensation expense | $ 2,800,000,000 | ||||||||
Common Class A | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, aggregate net proceeds | $ 3,700,000,000 | ||||||||
Common stock authorized (in shares) | shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||
Common stock issued (in shares) | shares | 364,500,000 | 115,500,000 | |||||||
Common Class A | Discounts And Commissions | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issuance costs | $ 79,300,000 | ||||||||
Common Class A | Offering Expense | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issuance costs | $ 9,800,000 | ||||||||
Common Class A | IPO | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock (in shares) | shares | 50,000,000 | ||||||||
Sale of stock (USD per share) | $ / shares | $ 68 | ||||||||
Common Class A | Over-Allotment Option | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock (in shares) | shares | 5,000,000 | ||||||||
Sale of stock (USD per share) | $ / shares | $ 68 | ||||||||
Common Class B | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion of convertible securities (in shares) | shares | 240,910,588 | 144,986 | |||||||
Common stock authorized (in shares) | shares | 710,000,000 | 710,000,000 | 710,000,000 | ||||||
Common stock issued (in shares) | shares | 269,024,000 | 483,697,000 | |||||||
Common Class C | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock authorized (in shares) | shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||
Common stock issued (in shares) | shares | 0 | 0 | |||||||
Common Class H | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock authorized (in shares) | shares | 26,000,000 | 26,000,000 | 26,000,000 | ||||||
Common stock issued (in shares) | shares | 9,200,000 | 9,200,000 | 9,200,000 | ||||||
Redeemable convertible preferred stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Temporary equity outstanding (in shares) | shares | 239,623,894 | ||||||||
Series C redeemable convertible preferred stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion of convertible securities (in shares) | shares | 1,286,694 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 6,067,438 | $ 5,480,557 | $ 2,013,547 | |
Cash and cash equivalents included in funds receivable and amounts held on behalf of customers | 3,645,087 | 2,153,849 | 3,129,781 | |
Restricted cash | 14,764 | 33,846 | 115 | |
Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows | $ 9,727,289 | $ 7,668,252 | $ 5,143,443 | $ 4,438,576 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Payments Made to Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total payments made to customers | $ 271,740 | $ 523,954 | $ 507,448 |
Reductions to revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total payments made to customers | 156,160 | 384,181 | 274,461 |
Charges to operations and support | |||
Disaggregation of Revenue [Line Items] | |||
Total payments made to customers | 68,850 | 83,093 | 103,364 |
Charges to sales and marketing expense | |||
Disaggregation of Revenue [Line Items] | |||
Total payments made to customers | $ 46,730 | $ 56,680 | $ 129,623 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Computer software and capitalized internal-use software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 1 year 6 months |
Computer software and capitalized internal-use software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Office furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 25 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 40 years |
Investments - Schedule of Debt
Investments - Schedule of Debt Securities Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | |||
Certificates of deposit, Cost or Amortized Cost | $ 6,067,438 | $ 5,480,557 | $ 2,013,547 |
Total, Cost or Amortized Cost | 2,504,901 | 3,912,864 | |
Gross Unrealized Gains | 571 | 2,453 | |
Gross Unrealized Losses | (3,468) | (1,749) | |
Total, Estimated Fair Value | 2,502,004 | 3,913,568 | |
Cash and Cash Equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total, Estimated Fair Value | 236,515 | 2,680,407 | |
Marketable Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total, Estimated Fair Value | 2,255,038 | 755,452 | |
Other Assets, Noncurrent | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total, Estimated Fair Value | 10,451 | 11,490 | |
Funds Receivable | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total, Estimated Fair Value | 0 | 466,219 | |
Government bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Cost or Amortized Cost | 850 | 1,924,988 | |
Gross Unrealized Gains | 13 | 65 | |
Gross Unrealized Losses | 0 | (1) | |
Available-for-sale debt securities, Total Estimated Fair Value | 863 | 1,925,052 | |
Government bonds | Cash and Cash Equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 1,392,966 | |
Government bonds | Marketable Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 863 | 65,867 | |
Government bonds | Other Assets, Noncurrent | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 0 | |
Government bonds | Funds Receivable | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 466,219 | |
Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Cost or Amortized Cost | 1,156,963 | 1,021,150 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Available-for-sale debt securities, Total Estimated Fair Value | 1,156,963 | 1,021,150 | |
Commercial paper | Cash and Cash Equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 163,959 | 779,527 | |
Commercial paper | Marketable Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 993,004 | 241,623 | |
Commercial paper | Other Assets, Noncurrent | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 0 | |
Commercial paper | Funds Receivable | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 0 | |
Corporate debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Cost or Amortized Cost | 917,718 | 508,901 | |
Gross Unrealized Gains | 220 | 1,475 | |
Gross Unrealized Losses | (3,147) | (1,635) | |
Available-for-sale debt securities, Total Estimated Fair Value | 914,791 | 508,741 | |
Corporate debt securities | Cash and Cash Equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 41,439 | 229,633 | |
Corporate debt securities | Marketable Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 862,901 | 267,618 | |
Corporate debt securities | Other Assets, Noncurrent | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 10,451 | 11,490 | |
Corporate debt securities | Funds Receivable | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 0 | |
Mortgage-backed and asset-backed securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Cost or Amortized Cost | 34,019 | 36,553 | |
Gross Unrealized Gains | 338 | 913 | |
Gross Unrealized Losses | (321) | (113) | |
Available-for-sale debt securities, Total Estimated Fair Value | 34,036 | 37,353 | |
Mortgage-backed and asset-backed securities | Cash and Cash Equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 0 | |
Mortgage-backed and asset-backed securities | Marketable Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 34,036 | 37,353 | |
Mortgage-backed and asset-backed securities | Other Assets, Noncurrent | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 0 | |
Mortgage-backed and asset-backed securities | Funds Receivable | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities, Total Estimated Fair Value | 0 | 0 | |
Certificates of deposit | |||
Debt Securities, Available-for-sale [Line Items] | |||
Certificates of deposit, Cost or Amortized Cost | 395,351 | 421,272 | |
Certificate of deposit, Total Estimated Fair Value | 395,351 | 421,272 | |
Certificates of deposit | Cash and Cash Equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Certificate of deposit, Total Estimated Fair Value | 31,117 | 278,281 | |
Certificates of deposit | Marketable Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Certificate of deposit, Total Estimated Fair Value | 364,234 | 142,991 | |
Certificates of deposit | Other Assets, Noncurrent | |||
Debt Securities, Available-for-sale [Line Items] | |||
Certificate of deposit, Total Estimated Fair Value | 0 | 0 | |
Certificates of deposit | Funds Receivable | |||
Debt Securities, Available-for-sale [Line Items] | |||
Certificate of deposit, Total Estimated Fair Value | $ 0 | $ 0 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | |||
Allowance for credit loss, available-for-sale debt securities | $ 0 | $ 0 | |
Debt securities in an unrealized loss position | 801,500,000 | 229,700,000 | $ 139,700,000 |
Debt Securities, Unrealized Gain (Loss) | 3,500,000 | 1,700,000 | 0 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | 0 | 0 |
Available-for-sale non-marketable debt securities, impairment charge | 0 | 0 | 18,000,000 |
Equity securities with readily determinable fair value | 0 | 155,200,000 | |
Equity securities without readily determinable fair value, carrying value | 74,993,000 | 78,074,000 | 131,210,000 |
Impairment of investments | 3,081,000 | 82,125,000 | 27,751,000 |
Unrealized gain (loss) on marketable equity securities | (21,700,000) | 13,200,000 | |
Realized loss on marketable equity securities | (13,400,000) | ||
Cost-method Investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Impairment of investments | $ 3,100,000 | $ 53,100,000 | $ 0 |
Investments - Schedule of Contr
Investments - Schedule of Contractual Maturities of Available-for-Sale Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Due within one year | $ 2,359,069 | |
Due in one year to five years | 130,273 | |
Due within five to ten years | 13,019 | |
Due beyond ten years | 2,540 | |
Total, Cost or Amortized Cost | 2,504,901 | $ 3,912,864 |
Estimated Fair Value | ||
Due within one year | 2,358,792 | |
Due in one year to five years | 127,861 | |
Due within five to ten years | 12,837 | |
Due beyond ten years | 2,514 | |
Total, Estimated Fair Value | $ 2,502,004 | $ 3,913,568 |
Investments - Schedule of Equit
Investments - Schedule of Equity Securities without Readily Determinable Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Carrying Value, Equity Securities Without Readily Determinable Fair Value, Calculation [Roll Forward] | ||
Carrying value, beginning of period | $ 78,074 | $ 131,210 |
Downward adjustments for observable price changes and impairment | (3,081) | (53,136) |
Carrying value, end of period | $ 74,993 | $ 78,074 |
Investments - Summary of Cumula
Investments - Summary of Cumulative Impairment Charges of Equity Investments without Readily Determinable Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Cumulative downward adjustments for observable price changes and impairment | $ 56,217 | $ 53,136 |
Investments Accounted for Und_2
Investments Accounted for Under the Equity Method (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of equity method investments | $ 17,400,000 | $ 21,000,000 | |||
Income (loss) from equity method investments | 3,500,000 | (8,200,000) | $ (6,000,000) | ||
Impairment in equity method investments | $ 0 | $ 29,000,000 | $ 9,800,000 | ||
2016 Investee | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Aggregate price | $ 10,000,000 | ||||
Equity method investment, gain on disposal | $ 24,600,000 |
Fair Value Measurement and Fi_3
Fair Value Measurement and Financial Instruments - Schedule of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | $ 914,791 | $ 508,741 |
Corporate debt securities | Other assets, noncurrent | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 10,451 | 11,490 |
Mortgage-backed and asset-backed securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 34,036 | 37,353 |
Mortgage-backed and asset-backed securities | Other assets, noncurrent | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 395,351 | 421,272 |
Certificates of deposit | Other assets, noncurrent | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Fair value, recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 2,159,699 | 2,703,083 |
Marketable securities | 2,255,038 | 910,700 |
Total assets at fair value | 4,917,425 | 4,103,970 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Total liabilities at fair value | 10,280 | 1,017,431 |
Fair value, recurring | Foreign exchange derivative assets | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liability | 10,280 | 32,250 |
Fair value, recurring | Derivative warrant liability | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liability | 985,181 | |
Fair value, recurring | Prepaids and other current assets | Foreign exchange derivative assets | ||
Assets, Fair Value Disclosure [Abstract] | ||
Other assets | 25,918 | 12,478 |
Fair value, recurring | Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 364,234 | 142,991 |
Fair value, recurring | U.S. government and government agency debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 863 | 65,867 |
Funds receivable and amounts held on behalf of customers | 466,219 | |
Fair value, recurring | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 993,004 | 241,623 |
Fair value, recurring | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 862,901 | 267,618 |
Fair value, recurring | Corporate debt securities | Other assets, noncurrent | ||
Assets, Fair Value Disclosure [Abstract] | ||
Other assets | 10,451 | 11,490 |
Fair value, recurring | Mortgage-backed and asset-backed securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 34,036 | 37,353 |
Fair value, recurring | Mutual funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 155,248 | |
Fair value, recurring | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 1,923,184 | 22,676 |
Funds receivable and amounts held on behalf of customers | 466,319 | |
Fair value, recurring | Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 31,117 | 278,281 |
Fair value, recurring | U.S. government debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 1,392,966 | |
Fair value, recurring | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 163,959 | 779,527 |
Fair value, recurring | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 41,439 | 229,633 |
Fair value, recurring | Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 1,954,301 | 300,957 |
Marketable securities | 364,234 | 142,991 |
Total assets at fair value | 2,784,854 | 443,948 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Total liabilities at fair value | 0 | 0 |
Fair value, recurring | Level 1 | Foreign exchange derivative assets | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liability | 0 | 0 |
Fair value, recurring | Level 1 | Derivative warrant liability | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liability | 0 | |
Fair value, recurring | Level 1 | Prepaids and other current assets | Foreign exchange derivative assets | ||
Assets, Fair Value Disclosure [Abstract] | ||
Other assets | 0 | 0 |
Fair value, recurring | Level 1 | Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 364,234 | 142,991 |
Fair value, recurring | Level 1 | U.S. government and government agency debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Funds receivable and amounts held on behalf of customers | 0 | |
Fair value, recurring | Level 1 | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Fair value, recurring | Level 1 | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Fair value, recurring | Level 1 | Corporate debt securities | Other assets, noncurrent | ||
Assets, Fair Value Disclosure [Abstract] | ||
Other assets | 0 | 0 |
Fair value, recurring | Level 1 | Mortgage-backed and asset-backed securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Fair value, recurring | Level 1 | Mutual funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | |
Fair value, recurring | Level 1 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 1,923,184 | 22,676 |
Funds receivable and amounts held on behalf of customers | 466,319 | |
Fair value, recurring | Level 1 | Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 31,117 | 278,281 |
Fair value, recurring | Level 1 | U.S. government debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | |
Fair value, recurring | Level 1 | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Fair value, recurring | Level 1 | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Fair value, recurring | Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 205,398 | 2,402,126 |
Marketable securities | 1,890,804 | 767,709 |
Total assets at fair value | 2,122,120 | 3,648,532 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Total liabilities at fair value | 10,280 | 32,250 |
Fair value, recurring | Level 2 | Foreign exchange derivative assets | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liability | 10,280 | 32,250 |
Fair value, recurring | Level 2 | Derivative warrant liability | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liability | 0 | |
Fair value, recurring | Level 2 | Prepaids and other current assets | Foreign exchange derivative assets | ||
Assets, Fair Value Disclosure [Abstract] | ||
Other assets | 25,918 | 12,478 |
Fair value, recurring | Level 2 | Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Fair value, recurring | Level 2 | U.S. government and government agency debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 863 | 65,867 |
Funds receivable and amounts held on behalf of customers | 466,219 | |
Fair value, recurring | Level 2 | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 993,004 | 241,623 |
Fair value, recurring | Level 2 | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 862,901 | 267,618 |
Fair value, recurring | Level 2 | Corporate debt securities | Other assets, noncurrent | ||
Assets, Fair Value Disclosure [Abstract] | ||
Other assets | 0 | 0 |
Fair value, recurring | Level 2 | Mortgage-backed and asset-backed securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 34,036 | 37,353 |
Fair value, recurring | Level 2 | Mutual funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 155,248 | |
Fair value, recurring | Level 2 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Funds receivable and amounts held on behalf of customers | 0 | |
Fair value, recurring | Level 2 | Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Fair value, recurring | Level 2 | U.S. government debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 1,392,966 | |
Fair value, recurring | Level 2 | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 163,959 | 779,527 |
Fair value, recurring | Level 2 | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 41,439 | 229,633 |
Fair value, recurring | Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Marketable securities | 0 | 0 |
Total assets at fair value | 10,451 | 11,490 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Total liabilities at fair value | 0 | 985,181 |
Fair value, recurring | Level 3 | Foreign exchange derivative assets | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liability | 0 | 0 |
Fair value, recurring | Level 3 | Derivative warrant liability | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liability | 985,181 | |
Fair value, recurring | Level 3 | Prepaids and other current assets | Foreign exchange derivative assets | ||
Assets, Fair Value Disclosure [Abstract] | ||
Other assets | 0 | 0 |
Fair value, recurring | Level 3 | Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Fair value, recurring | Level 3 | U.S. government and government agency debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Funds receivable and amounts held on behalf of customers | 0 | |
Fair value, recurring | Level 3 | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Fair value, recurring | Level 3 | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Fair value, recurring | Level 3 | Corporate debt securities | Other assets, noncurrent | ||
Assets, Fair Value Disclosure [Abstract] | ||
Other assets | 10,451 | 11,490 |
Fair value, recurring | Level 3 | Mortgage-backed and asset-backed securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | 0 |
Fair value, recurring | Level 3 | Mutual funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | 0 | |
Fair value, recurring | Level 3 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Funds receivable and amounts held on behalf of customers | 0 | |
Fair value, recurring | Level 3 | Certificates of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Fair value, recurring | Level 3 | U.S. government debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | |
Fair value, recurring | Level 3 | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Fair value, recurring | Level 3 | Corporate debt securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurement and Fi_4
Fair Value Measurement and Financial Instruments - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis, Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Warrant Liability | |||
Reclassifications to equity | $ (1,277,168) | $ (14,117) | |
Other Assets, Noncurrent | |||
Other Assets, Noncurrent | |||
Balance, beginning of year | 11,490 | $ 13,029 | |
Additions | 0 | 0 | |
Included in earnings | 0 | 0 | |
Included in other comprehensive income (loss) | (1,039) | (1,539) | |
Balance, end of year | 10,451 | 11,490 | 13,029 |
Changes in unrealized gains or losses included in other comprehensive income (loss) related to investments held at the reporting date | (1,039) | (1,539) | |
Derivative warrant liability | |||
Derivative Warrant Liability | |||
Balance, beginning of year | 985,181 | 0 | |
Additions | 0 | 116,641 | |
Reclassifications to equity | (1,277,168) | 0 | |
Included in earnings | 291,987 | 868,540 | |
Included in other comprehensive income (loss) | 0 | 0 | |
Balance, end of year | 0 | 985,181 | $ 0 |
Changes in unrealized gains or losses included in other comprehensive income (loss) related to investments held at the reporting date | $ 0 | $ 0 |
Fair Value Measurement and Fi_5
Fair Value Measurement and Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of warrant liability | $ 291,987 | $ 868,539 | $ (286) | |
Reclassification of derivative warrant liability to equity | 1,277,168 | $ 14,117 | ||
Potential effects of rights of set-off associated with derivative asset contracts | 10,300 | 11,400 | ||
Potential effects of rights of set-off associated with derivative liabilities contracts | 10,300 | 11,400 | ||
Derivative asset, fair value after offset | 15,600 | 1,100 | ||
Derivative liability, fair value after offset | 20,900 | |||
Foreign exchange derivative assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Net realized gain (loss) on foreign exchange derivative assets and liabilities | 19,300 | (21,700) | ||
Net unrealized gain (loss) on foreign exchange derivative assets and liabilities | 35,400 | (24,600) | ||
Foreign exchange derivative assets | Not Designated as Hedging Instrument | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Foreign exchange derivative assets | 25,900 | 12,500 | ||
Derivative warrant liability | 10,300 | 32,300 | ||
Aggregate notional amount of foreign exchange derivative assets and liabilities | $ 2,400,000 | $ 1,400,000 | ||
Class A Common Stock Warrants | Second lien loan due July 2025 | Secured Debt | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of warrant liability | $ 292,000 | |||
Reclassification of derivative warrant liability to equity | $ 1,300,000 |
Fair Value Measurement and Fi_6
Fair Value Measurement and Financial Instruments - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Derivative warrant liability - Fair value, recurring $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative warrant liability | $ 985,181 |
Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative warrant liability | $ 985,181 |
Level 3 | Stock volatility | Black-Scholes option-pricing model | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.444 |
Level 3 | Risk-free rate | Black-Scholes option-pricing model | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.009 |
Level 3 | Expected term | Black-Scholes option-pricing model | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term | 9 years 3 months 18 days |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Acquired Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 112,560 | $ 130,052 |
Accumulated Amortization | (60,252) | (54,166) |
Net Carrying Value | 52,308 | 75,886 |
Listing relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,501 | 42,501 |
Accumulated Amortization | (15,467) | (9,492) |
Net Carrying Value | 27,034 | 33,009 |
Customer contacts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,346 | 4,346 |
Accumulated Amortization | (3,570) | (2,159) |
Net Carrying Value | 776 | 2,187 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,900 | 37,800 |
Accumulated Amortization | (20,956) | (28,417) |
Net Carrying Value | 1,944 | 9,383 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33,163 | 35,753 |
Accumulated Amortization | (17,980) | (13,823) |
Net Carrying Value | 15,183 | 21,930 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,650 | 9,652 |
Accumulated Amortization | (2,279) | (275) |
Net Carrying Value | $ 7,371 | $ 9,377 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense of intangible assets | $ 23.6 | $ 36.2 | $ 46.1 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 16,320 | |
2023 | 12,065 | |
2024 | 6,988 | |
2025 | 5,313 | |
2026 | 3,679 | |
Thereafter | 7,943 | |
Net Carrying Value | $ 52,308 | $ 75,886 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 655,801 | $ 652,088 |
Foreign currency translation adjustments | (3,199) | 3,713 |
Goodwill, ending balance | $ 652,602 | $ 655,801 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation and amortization | $ (379,194) | $ (267,851) |
Total property and equipment, net | 156,585 | 270,194 |
Depreciable Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 505,605 | 527,224 |
Total property and equipment, net | 126,411 | 259,373 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 56,513 | 55,972 |
Computer software and capitalized internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 175,129 | 163,702 |
Total property and equipment, net | 21,000 | 76,600 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 43,169 | 47,596 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 213,950 | 243,110 |
Buildings and land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,844 | 16,844 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 30,174 | $ 10,821 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 85,600 | $ 67,200 | $ 57,200 |
Property and equipment, net | 156,585 | 270,194 | |
Computer software and capitalized internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Amortization | 66,300 | 22,500 | $ 10,900 |
Property and equipment, net | $ 21,000 | $ 76,600 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 15 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 17 years |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 83,317 | $ 91,248 |
Short-term lease cost | 2,641 | 632 |
Variable lease cost | 13,895 | 12,309 |
Sublease income | (305) | (143) |
Lease cost, net(3) | $ 99,548 | $ 104,046 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 92,286 | $ 63,407 |
Lease liabilities arising from obtaining right-of-use assets | $ 17,889 | $ 103,452 |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 7 years 2 months 12 days | 8 years 1 month 6 days |
Weighted-average discount rate | 6.80% | 6.60% |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 89,717 | |
2023 | 69,923 | |
2024 | 57,402 | |
2025 | 89,898 | |
2026 | 82,153 | |
Thereafter | 195,539 | |
Total lease payments | 584,632 | |
Less: Imputed interest | (148,670) | |
Present value of lease liabilities | 435,962 | |
Less: Current portion of lease liabilities | (63,479) | $ (56,586) |
Total long-term lease liabilities | $ 372,483 | $ 430,905 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Indirect tax reserves | $ 182,796 | $ 188,309 |
Indirect taxes payable | 309,616 | 153,255 |
Travel credit liability | 74,492 | 209,739 |
Compensation and related benefits | 415,626 | 380,164 |
Current portion of long-term debt and accrued interest expense | 0 | 26,755 |
Contingent consideration liability | 34,344 | 23,096 |
Sales and marketing | 59,418 | 25,437 |
Income and other tax liabilities | 25,112 | 12,002 |
Gift card liability | 98,129 | 56,489 |
Other | 348,430 | 321,394 |
Total accrued expenses and other current liabilities | 1,558,243 | 2,414,071 |
Derivative warrant liability | ||
Derivative [Line Items] | ||
Derivative liability | 0 | 985,181 |
Foreign exchange derivative liabilities | ||
Derivative [Line Items] | ||
Derivative liability | $ 10,280 | $ 32,250 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,000,000 | $ 1,995,000 |
Less: Unamortized debt discount and debt issuance costs | (17,463) | (169,438) |
Less: Current portion of long-term debt | 0 | (10,000) |
Total long-term debt, net of current portion | 1,982,537 | 1,815,562 |
Convertible senior notes due March 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,000,000 | $ 0 |
Effective Interest Rate | 0.20% | 0.00% |
First lien loan due April 2025 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 995,000 |
Effective Interest Rate | 0.00% | 9.50% |
Second lien loan due July 2025 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 1,000,000 |
Effective Interest Rate | 0.00% | 15.10% |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 08, 2021USD ($)$ / shares | Mar. 03, 2021USD ($)$ / shares | Nov. 19, 2020USD ($) | Mar. 31, 2021USD ($) | Apr. 30, 2020USD ($)$ / sharesshares | Apr. 30, 2016USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||
Capped calls, transaction costs | $ 100,200 | |||||||||
Principal repayment of long-term debt | $ 1,995,000 | $ 5,000 | $ 0 | |||||||
Loss from extinguishment of debt | 377,248 | 0 | 0 | |||||||
Early redemption premiums | 212,883 | 0 | 0 | |||||||
Change in fair value of warrant liability | 291,987 | 868,539 | (286) | |||||||
Reclassification of derivative warrant liability to equity | 1,277,168 | $ 14,117 | ||||||||
Common Class A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capped call, initial cap price (in USD per share) | $ / shares | $ 360.80 | |||||||||
Premium of reported share price | 100.00% | |||||||||
Share price (in USD per share) | $ / shares | $ 180.40 | |||||||||
2016 Credit Facility | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings outstanding | 14,200 | 32,900 | ||||||||
Collateral amount | 14,800 | 33,800 | ||||||||
2020 Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, term | 5 years | |||||||||
Initial borrowing capacity | $ 500,000 | |||||||||
Commitment fee percentage | 0.15% | |||||||||
2020 Credit Facility | Revolving Credit Facility | Interest Rate Scenario Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate floor | 1.00% | |||||||||
2020 Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Interest Rate Scenario One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.50% | |||||||||
Variable rate floor | 0.00% | |||||||||
2020 Credit Facility | Revolving Credit Facility | Base Rate | Interest Rate Scenario Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
2020 Credit Facility | Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | Interest Rate Scenario Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
2020 Credit Facility | Revolving Credit Facility | Prime Rate | Interest Rate Scenario Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Senior Notes Due 2026 | Common Class A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt, conversion ratio | 0.0034645 | |||||||||
Convertible debt, conversion price (in USD per share) | $ / shares | $ 288.64 | |||||||||
Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense | 41,300 | 157,100 | ||||||||
Principal repayment of long-term debt | $ 1,995,000 | |||||||||
Loss from extinguishment of debt | 377,200 | |||||||||
Write-off of unamortized debt discount and deferred debt issuance costs | 164,300 | |||||||||
Secured Debt | Redemption Premiums | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Early redemption premiums | 212,900 | |||||||||
Secured Debt | Third Party Costs | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Early redemption premiums | $ 100 | |||||||||
Secured Debt | First lien loan due April 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principle amount | $ 1,000,000 | |||||||||
Proceeds from debt issuance, net | 961,400 | |||||||||
Debt issuance costs | $ 38,600 | |||||||||
Periodic payment, percentage of principal amount | 0.25% | |||||||||
Debt, fair value | 1,100,000 | |||||||||
Secured Debt | Second lien loan due July 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principle amount | $ 1,000,000 | |||||||||
Proceeds from debt issuance, net | 967,500 | |||||||||
Debt issuance costs | $ 32,500 | |||||||||
Debt, fair value | 1,200,000 | |||||||||
Secured Debt | Second lien loan due July 2025 | Class A Common Stock Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares called by warrants (in shares) | shares | 7,934,794 | |||||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 28.355 | |||||||||
Warrants, fair value | $ 116,600 | 985,200 | ||||||||
Change in fair value of warrant liability | $ 292,000 | |||||||||
Reclassification of derivative warrant liability to equity | $ 1,300,000 | |||||||||
Unsecured Debt | 2016 Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, term | 5 years | |||||||||
Initial borrowing capacity | $ 1,000,000 | |||||||||
Line of Credit Facility, Increase In Maximum Borrowing Capacity | $ 250,000 | |||||||||
Commitment fee percentage | 0.125% | |||||||||
Line of Credit | 2016 Credit Facility | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 100,000 | |||||||||
Line of Credit | 2020 Credit Facility | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 200,000 | |||||||||
Borrowings outstanding | 15,900 | $ 21,400 | ||||||||
Convertible Debt | Senior Notes Due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principle amount | $ 2,000,000 | |||||||||
Proceeds from debt issuance, net | $ 1,979,200 | |||||||||
Redemption price (percent) | 100.00% | |||||||||
Debt issuance costs | $ 20,800 | |||||||||
Interest expense | 3,400 | |||||||||
Debt, fair value | $ 1,964,000 | |||||||||
Interest rate | 0.00% |
Debt - Future Principle Payment
Debt - Future Principle Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 2,000,000 |
Total | $ 2,000,000 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 14, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | May 15, 2017USD ($)shares | Dec. 31, 2020$ / sharesshares | Jun. 30, 2019shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Apr. 30, 2020$ / sharesshares | Dec. 31, 2015shares |
Class of Stock [Line Items] | ||||||||||||
Common stock authorized (in shares) | 4,736,000,000 | |||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Reclassification of derivative warrant liability to equity | $ | $ 1,277,168 | $ 14,117 | ||||||||||
Options exercisable (in shares) | 36,682,000 | 20,909,000 | 36,682,000 | |||||||||
Options excisable (in USD per share) | $ / shares | $ 8.63 | $ 13.28 | $ 8.63 | |||||||||
Weighted-average fair value of options granted (in USD per share) | $ / shares | $ 96.50 | $ 15.42 | $ 33.46 | |||||||||
Aggregate intrinsic value of options exercised | $ | $ 2,824,900 | $ 476,000 | $ 50,400 | |||||||||
Grant date fair value of options vested | $ | 45,900 | 44,400 | 44,600 | |||||||||
Unrecognized compensation cost related to stock option awards granted | $ | $ 85,700 | |||||||||||
Weighted-average period expected to recognize compensation expense | 2 years 8 months 1 day | |||||||||||
Stock-based compensation expense | $ | $ 898,830 | 3,001,948 | 97,547 | |||||||||
Stock-based compensation arrangement, tax benefit | $ | 35,600 | 39,900 | 9,800 | |||||||||
Proceeds from the issuance of common stock under employee stock purchase plan | $ | $ 50,621 | $ 0 | $ 0 | |||||||||
Restricted stock awards | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issued (in shares) | 0 | 0 | ||||||||||
Vesting term | 4 years | |||||||||||
Performance Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 2,800,000 | |||||||||||
2018 Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Additional shares authorized (in shares) | 13,200,000 | |||||||||||
Assumed Equity Incentive Plan | Restricted stock awards | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issued (in shares) | 3,512 | 12,550 | ||||||||||
2020 Employee Stock Purchase Plan | Employee stock purchase plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Maximum shares issuable (in shares) | 89,785,394 | |||||||||||
Stock-based compensation expense | $ | $ 105,900 | |||||||||||
Proceeds from the issuance of common stock under employee stock purchase plan | $ | $ 50,600 | |||||||||||
Shares available for future issuance (in shares) | 3,000,000 | |||||||||||
Class A Common Stock Warrants | Second lien loan due July 2025 | Secured Debt | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares called by warrants (in shares) | 7,934,794 | |||||||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 28.355 | |||||||||||
Reclassification of derivative warrant liability to equity | $ | $ 1,300,000 | |||||||||||
Class B Common Stock Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares called by warrants (in shares) | 237,756 | 237,756 | 429,672 | |||||||||
Reclassification of derivative warrant liability to equity | $ | $ 14,100 | |||||||||||
Class B Common Stock Warrants | Prior Loan Agreement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares called by warrants (in shares) | 150,000 | |||||||||||
Common Class A | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | |||||||||||
Votes per common share | vote | 1 | |||||||||||
Common Class A | Assumed Equity Incentive Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Options exercisable (in shares) | 150,816 | 98,093 | 150,816 | |||||||||
Options excisable (in USD per share) | $ / shares | $ 22.61 | $ 22.67 | $ 22.61 | |||||||||
Common Class A | 2020 Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares authorized (in shares) | 62,069,613 | 62,069,613 | ||||||||||
Annual increase in number of shares authorized (percent) | 5.00% | |||||||||||
Maximum shares issuable (in shares) | 371,212,920 | |||||||||||
Common Class A | 2020 Employee Stock Purchase Plan | Employee stock purchase plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares authorized (in shares) | 4,000,000 | 4,000,000 | ||||||||||
Annual increase in number of shares authorized (percent) | 1.00% | |||||||||||
ESPP shares purchased during period (in shares) | 900,000 | |||||||||||
Average price of ESPP shares purchased (in USD per share) | $ / shares | $ 59.11 | |||||||||||
Common Class A | Convertible Note With Stockholder Of Acquisition | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 64,900 | $ 34,500 | $ 19,600 | |||||||||
Vesting term | 4 years | |||||||||||
Common Class A | Convertible Note With Stockholder Of Acquisition | Unsecured Debt | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of convertible securities (in shares) | 1,236,788 | |||||||||||
Common Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock authorized (in shares) | 710,000,000 | 710,000,000 | 710,000,000 | 710,000,000 | ||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | |||||||||||
Votes per common share | vote | 20 | |||||||||||
Terms of conversion, percentage of common stockholders consenting to conversion, minimum | 80.00% | |||||||||||
Terms of conversion, period after IPO | 20 years | |||||||||||
Conversion of convertible securities (in shares) | 240,910,588 | 144,986 | ||||||||||
Common Class B | 2018 Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares authorized (in shares) | 50,000,000 | |||||||||||
Common Class C | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||
Votes per common share | vote | 0 | |||||||||||
Common Class H | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock authorized (in shares) | 26,000,000 | 26,000,000 | 26,000,000 | 26,000,000 | ||||||||
Votes per common share | vote | 0 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) - Schedule of Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (years) | 8 years | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 44.20% | 39.10% | 41.80% |
Expected term (years) | 5 years 1 month 6 days | 5 years | |
Risk-free interest rate | 1.10% | 0.50% | 1.50% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 44.90% | 43.60% | 44.30% |
Expected term (years) | 8 years | 8 years | |
Risk-free interest rate | 1.50% | 1.50% | 2.50% |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) - Summary of Option and RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares Available for Grant | ||
Balances at beginning of period (in shares) | 86,420,000 | 25,344,000 |
Granted (in shares) | (9,591,000) | (45,368,000) |
Increase in shares available for grant (in shares) | 66,942,000 | |
Shares withheld for taxes (in shares) | 464,000 | 24,296,000 |
Exercised/Vested (in shares) | 0 | 0 |
Canceled (in shares) | 4,072,000 | 15,206,000 |
Balances at end of period (in shares) | 81,365,000 | 86,420,000 |
Number of Shares | ||
Balances at beginning of period (in shares) | 41,421,000 | 46,512,000 |
Granted (in shares) | 715,000 | 4,638,000 |
Increase in shares available for grant (in shares) | 0 | |
Shares withheld for taxes (shares) | 0 | 0 |
Exercised/Vested (in shares) | (17,707,000) | (7,496,000) |
Canceled (in shares) | (307,000) | (2,233,000) |
Balances at end of period (in shares) | 24,122,000 | 41,421,000 |
Weighted- Average Exercise Price | ||
Balances at beginning of period (in USD per share) | $ 12.48 | $ 10.08 |
Granted (in USD per share) | 191.08 | 39.38 |
Increase in shares available for grant (in USD per share) | 0 | |
Shares withheld for taxes (in USD per share) | 0 | 0 |
Exercised/Vested (in USD per share) | 7.77 | 2.01 |
Canceled (in USD per share) | 56.69 | 53.32 |
Balances at end of period (in USD per share) | $ 19.69 | $ 12.48 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding (in shares) | 24,122,000 | 41,421,000 |
Options exercisable (in shares) | 20,909,000 | 36,682,000 |
Options outstanding (in USD per share) | $ 19.69 | $ 12.48 |
Options excisable (in USD per share) | $ 13.28 | $ 8.63 |
Options outstanding, weighted-average remaining contractual life (in years) | 3 years 7 months 28 days | 3 years 10 months 28 days |
Options exercisable, weighted-average remaining contractual life (in years) | 2 years 10 months 24 days | 3 years 2 months 15 days |
Options outstanding, aggregate intrinsic value | $ 3,555,384 | $ 5,563,735 |
Options exercisable, aggregate intrinsic value | $ 3,206,548 | $ 5,068,315 |
2020 Plan | Common Class A | ||
Shares Available for Grant | ||
Increase in shares available for grant (in shares) | 62,069,613 | |
Assumed Equity Incentive Plan | ||
Number of Shares | ||
Canceled (in shares) | (2,158) | (55,158) |
Assumed Equity Incentive Plan | Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options exercisable (in shares) | 98,093 | 150,816 |
Options excisable (in USD per share) | $ 22.67 | $ 22.61 |
Restricted stock units | ||
Number of Shares | ||
Balances at beginning of period (in shares) | 47,754,000 | 76,136,000 |
Granted (in shares) | 8,876,000 | 40,730,000 |
Shares withheld for taxes (in shares) | (464,000) | 0 |
Vested (in shares) | (15,612,000) | (56,070,000) |
Canceled (in shares) | (3,765,000) | (13,042,000) |
Balances at end of period (in shares) | 36,789,000 | 47,754,000 |
Weighted-Average Grant-Date Fair Value Per Share | ||
Balances at beginning of period (in USD per share) | $ 40.01 | $ 45.69 |
Granted (in USD per share) | 181.15 | 30.13 |
Increase in shares available for grant (in USD per share) | $ 0 | |
Increase in shares available for grant (in shares) | 0 | |
Shares withheld for taxes (in USD per share) | 66.99 | $ 0 |
Vested (in USD per share) | 57.05 | 37.79 |
Canceled (in USD per share) | 64.32 | 51.86 |
Balances at end of period (in USD per share) | $ 61.22 | $ 40.01 |
Restricted stock units | Assumed Equity Incentive Plan | ||
Number of Shares | ||
Canceled (in shares) | (530) | (14,178) |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) - Summary of Restricted Stock Activity (Details) - Restricted stock awards - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Balances at beginning of period (in shares) | 718 | 996 |
Issued (in shares) | 0 | 0 |
Vested (in shares) | (86) | (278) |
Balances at end of period (in shares) | 632 | 718 |
Weighted-Average Grant-Date Fair Value Per Share | ||
Balances at beginning of period (in USD per share) | $ 62.33 | $ 62.26 |
Issued (in USD per share) | 0 | 0 |
Vested (in USD per share) | 62.41 | 62.12 |
Balances at end of period (in USD per share) | $ 62.32 | $ 62.33 |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 898,830 | $ 3,001,948 | $ 97,547 |
Operations and support | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 48,473 | 143,997 | 817 |
Product development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 545,113 | 1,878,793 | 56,632 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 99,969 | 435,272 | 23,919 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 205,292 | 544,086 | 16,179 |
Restructuring charges | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ (17) | $ (200) | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of commitments including purchase obligations and other commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Obligation, Total | $ 1,173,429 |
Purchase obligation, to be paid, year one | 145,336 |
Purchase obligation, to be paid, year two and three | 310,671 |
Purchase obligation, to be paid, year four and five | 608,171 |
Purchase obligation, to be paid, after year five | 109,251 |
Other Commitment, Total | 268,000 |
Other commitment, to be paid, year one | 36,000 |
Other commitment, to be paid, year two and three | 74,000 |
Other commitment, to be paid, year four and five | 78,000 |
Other commitment, to be paid, after year five | 80,000 |
Purchase obligations and other commitments | 1,441,429 |
Purchase obligations and other commitments, year one | 181,336 |
Purchase obligations and other commitments, year two | 384,671 |
Purchase obligations and other commitments, year four and five | 686,171 |
Purchase obligations and other commitments, after year five | $ 189,251 |
Commitment and Contingencies _2
Commitment and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)jurisdiction | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Other Commitments [Line Items] | ||||
Commitments, extenuating circumstances policy | $ 250,000 | |||
Amount receivable, eligible hosts, extenuating circumstances policy (in percentage) | 0.25 | |||
Extenuating circumstances policy, consideration paid to customers | $ 5,600 | $ 205,100 | ||
Number of jurisdictions where Company has lodging tax obligations (more than) | jurisdiction | 30,400 | |||
Obligation to remit lodging taxes | $ 180,800 | 84,000 | ||
Accrued obligations on lodging taxes | 57,300 | 52,900 | ||
Liabilities accrued reduction on lodging taxes in Florida and County | $ 87,000 | |||
Income tax expense (benefit) | 51,827 | (97,222) | $ 262,636 | |
Host Guarantee Program, maximum | 1,000 | |||
Primary coverage, host protection insurance program | 1,000 | |||
Host protection insurance program, maximum per listing location | 1,000 | |||
Hosts' withholding tax obligations | ||||
Other Commitments [Line Items] | ||||
Income tax expense (benefit) | (10,100) | 16,300 | $ (4,000) | |
Tax liabilities | 124,200 | 134,400 | ||
Employee benefits and employment taxes | ||||
Other Commitments [Line Items] | ||||
Tax liabilities | $ 33,600 | $ 65,900 | ||
Minimum | ||||
Other Commitments [Line Items] | ||||
Remitting period for lodging taxes | 30 days | |||
Minimum | Unfavorable Regulatory Action | ||||
Other Commitments [Line Items] | ||||
Loss contingency, range of possible loss, in excess of amounts accrued | $ 120,000 | |||
Maximum | ||||
Other Commitments [Line Items] | ||||
Remitting period for lodging taxes | 90 days | |||
Maximum | Unfavorable Regulatory Action | ||||
Other Commitments [Line Items] | ||||
Loss contingency, range of possible loss, in excess of amounts accrued | $ 140,000 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income (Loss) before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (390,652) | $ (4,509,519) | $ (153,154) |
Foreign | 90,445 | (172,419) | (258,549) |
Loss before income taxes | $ (300,207) | $ (4,681,938) | $ (411,703) |
Income Taxes - Components of th
Income Taxes - Components of the Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 4,704 | $ (91,094) | $ 223,673 |
State | 2,238 | (976) | 5,930 |
Foreign | 33,950 | 14,449 | 38,660 |
Total current provision for (benefit from) income taxes | 40,892 | (77,621) | 268,263 |
Deferred | |||
Federal | 98 | 47 | (1,563) |
State | 0 | 55 | (248) |
Foreign | 10,837 | (19,703) | (3,816) |
Total deferred benefit for income taxes | 10,935 | (19,601) | (5,627) |
Total provision for (benefit from) income taxes | $ 51,827 | $ (97,222) | $ 262,636 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax expense at federal statutory rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal benefits | (0.70%) | 0.00% | (0.20%) |
Foreign tax rate differential | (5.10%) | (0.50%) | (19.50%) |
Stock-based compensation | 282.40% | 7.10% | (0.90%) |
Acquisition related expenses | 0.00% | 0.00% | (0.30%) |
Deferred tax impacts of restructuring | (9.70%) | 6.50% | 0.00% |
Other statutorily non-deductible expenses | (1.10%) | (0.30%) | (2.60%) |
Non-deductible warrant revaluations | (20.40%) | (3.90%) | 0.00% |
Research and development credits | 51.00% | 4.30% | (0.90%) |
Uncertain tax positions—prior year positions | (3.10%) | (0.10%) | (53.00%) |
Uncertain tax positions—current year positions | (1.00%) | (0.20%) | (4.20%) |
Other | 1.30% | 0.30% | 0.20% |
Change in valuation allowance | (331.90%) | (32.10%) | (3.40%) |
Effective tax rate | (17.30%) | 2.10% | (63.80%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
benefit related to carryback of net operating loss | $ 95,600 | |||
Deferred tax assets | $ 2,187,826 | 2,187,826 | $ 3,334,854 | |
Federal net operating loss carryforwards | 5,100,000 | 5,100,000 | 8,800,000 | |
Federal research and development tax credit carryforwards | 287,000 | 287,000 | 491,200 | |
State net operating loss carryforwards | 2,500,000 | 2,500,000 | 5,500,000 | |
State research and development and enterprise zone tax credit carryfowards | 200,800 | 200,800 | 338,100 | |
Unrecognized tax benefits that would impact effective tax rate | 195,200 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | 52,200 | $ 52,200 | $ 58,700 | |
Tax adjustments, settlements, and unusual provisions | $ 196,400 | |||
Income tax expense, uncertain tax positions | 26,600 | |||
Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax examination, estimate of possible loss | 1,300,000 | |||
Amount of possible loss which exceeds reserves | $ 1,000,000 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets | $ 140,700 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 1,987,606 | $ 1,078,070 |
Tax credit carryforwards | 568,468 | 333,991 |
Accruals and reserves | 105,530 | 70,130 |
Non-income tax accruals | 64,757 | 71,706 |
Stock-based compensation | 156,726 | 211,216 |
Operating lease liabilities | 86,690 | 94,840 |
Intangible assets | 210,057 | 274,396 |
Other | 155,020 | 53,477 |
Gross deferred tax assets | 3,334,854 | 2,187,826 |
Valuation allowance | (3,263,823) | (2,053,069) |
Total deferred tax assets | 71,031 | 134,757 |
Deferred tax liabilities: | ||
Property and equipment basis differences | (7,834) | (33,503) |
Operating lease assets | (48,628) | (72,659) |
Other | 0 | (3,091) |
Total deferred tax liabilities | (56,462) | (109,253) |
Total net deferred tax assets | $ 14,569 | $ 25,504 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 507,865 | $ 336,726 | $ 69,837 |
Gross increases related to prior year tax positions | 13,568 | 2,223 | 237,972 |
Gross decreases related to prior year tax positions | (1,772) | (5,970) | (5,029) |
Gross increases related to current year tax positions | 84,990 | 196,492 | 36,502 |
Reductions due to settlements with taxing authorities | (1,313) | (21,240) | (2,296) |
Reduction due to lapse in statute of limitations | (6,776) | (366) | (260) |
Balance at end of period | $ 596,562 | $ 507,865 | $ 336,726 |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Earnings per Share and Common Stock (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to Class A and Class B common stockholders | $ (352,034) | $ (4,584,716) | $ (674,339) |
Weighted-average shares in computing net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 615,891 | 284,363 | 260,556 |
Weighted-average shares in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 615,891 | 284,363 | 260,556 |
Net Loss per Share - Narrative
Net Loss per Share - Narrative (Details) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)voteshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Class of Stock [Line Items] | |||
Preferred stock dividends declared | $ | $ 0 | $ 0 | $ 0 |
Preferred stock dividends accumulated | $ | $ 0 | $ 0 | $ 0 |
Antidilutive securities | 69,750 | 86,511 | 294,352 |
2026 Notes | |||
Class of Stock [Line Items] | |||
Antidilutive securities | 11,086 | 0 | 0 |
Restricted stock awards | |||
Class of Stock [Line Items] | |||
Shares subject to performance conditions (in dollars) | 500 | 500 | 600 |
Common Class A | |||
Class of Stock [Line Items] | |||
Votes per common share | vote | 1 | ||
Common Class A | Restricted stock units | |||
Class of Stock [Line Items] | |||
Shares subject to performance conditions (in shares) | 9,600 | 12,000 | |
Common Class B | |||
Class of Stock [Line Items] | |||
Votes per common share | vote | 20 | ||
Common Class B | Restricted stock units | |||
Class of Stock [Line Items] | |||
Shares subject to performance conditions (in dollars) | 70,200 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of securities with antidilutive effect (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 69,750 | 86,511 | 294,352 |
Restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares subject to performance conditions (in dollars) | 500 | 500 | 600 |
2026 Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 11,086 | 0 | 0 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 7,935 | 7,935 | 0 |
Escrow shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 74 | 644 | 644 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 24,122 | 41,421 | 46,512 |
Restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 127 | 212 | 354 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 26,041 | 35,738 | 5,931 |
Employee stock purchase plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 365 | 561 | 0 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 0 | 0 | 240,911 |
Employee Benefit Plan - Narrati
Employee Benefit Plan - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, employer matching contribution | $ 19.1 | $ 22.4 | $ 20.6 |
Geographic Information - Schedu
Geographic Information - Schedule of revenue by geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 5,991,760 | $ 3,378,199 | $ 4,805,239 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,996,355 | 1,648,595 | 1,770,550 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 2,995,405 | $ 1,729,604 | $ 3,034,689 |
Geographic Information - Sche_2
Geographic Information - Schedule of long-lived assets by geography (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 428,621 | $ 654,262 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 330,373 | 535,321 |
Ireland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 56,705 | 73,884 |
Other international | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 41,543 | $ 45,057 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | 20 Months Ended | ||
May 31, 2020employee | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring, reduction in full-time employees (in number of employees) | employee | 1,800 | ||||
Restructuring charges | $ 112,849 | $ 151,355 | $ 0 | $ 264,200 | |
Operating lease impairments | 75,300 | 35,800 | |||
Impairment of leasehold | 37,200 | ||||
Restructuring liabilities | $ 0 | $ 0 | |||
Contract termination | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Reduction in full-time employees (in percentage) | 25.00% | ||||
Restructuring charges | 11,800 | ||||
Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 103,800 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands, shares in Millions | Apr. 15, 2019USD ($)shares | Dec. 31, 2021USD ($)acquistion | Dec. 31, 2020USD ($)acquistion | Dec. 31, 2019USD ($)acquistion |
Business Acquisition [Line Items] | ||||
Unrecognized compensation cost related to stock option awards granted | $ 85,700 | |||
Goodwill | 652,602 | $ 655,801 | $ 652,088 | |
Stock-based compensation expense | $ 898,830 | $ 3,001,948 | 97,547 | |
HotelTonight | ||||
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 441,357 | |||
Acquisition, shares issued (in shares) | shares | 3.2 | |||
Reimbursement of acquisition-related transaction costs | $ 11,300 | |||
Acquisition-related costs | 3,900 | |||
Unrecognized compensation cost related to stock option awards granted | 12,300 | |||
Payments to acquire businesses | 237,387 | |||
Goodwill | 329,899 | |||
Net liabilities assumed | $ 32,502 | |||
Other Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 63,300 | |||
Number of business combinations | acquistion | 0 | 0 | 2 | |
Payments to acquire businesses | $ 11,400 | |||
Stock issued as consideration in business combination, amount | 36,700 | |||
Business combination, contingent consideration | 15,300 | |||
Goodwill | 33,800 | |||
Intangible assets | 31,700 | |||
Net liabilities assumed | 2,200 | |||
Contingent consideration, increase (decrease) in fair value | $ 30,900 | 0 | ||
Stock-based compensation expense | $ 22,400 | $ 0 | ||
Intangible assets acquired, weighted-average useful life | 5 years 4 months 24 days | |||
Goodwill deductible for income tax purposes | $ 15,000 |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - HotelTonight $ in Thousands | Apr. 15, 2019USD ($) |
Business Acquisition [Line Items] | |
Cash paid to HotelTonight stockholders and equity award holders | $ 237,387 |
Total purchase consideration | 441,357 |
Common stock | |
Business Acquisition [Line Items] | |
Common stock and replacement stock options | 201,079 |
Replacement stock options | |
Business Acquisition [Line Items] | |
Common stock and replacement stock options | $ 2,891 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 15, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 652,602 | $ 655,801 | $ 652,088 | |
HotelTonight | ||||
Business Acquisition [Line Items] | ||||
Cash, cash equivalents, and restricted cash | $ 55,960 | |||
Intangible assets | 88,000 | |||
Goodwill | 329,899 | |||
Net liabilities assumed | (32,502) | |||
Total purchase consideration | $ 441,357 |
Acquisitions - Identified Intan
Acquisitions - Identified Intangible Assets Recognized (Details) - HotelTonight $ in Thousands | Apr. 15, 2019USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identified intangible assets | $ 88,000 |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
Identified intangible assets | $ 20,000 |
Listing relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
Identified intangible assets | $ 35,100 |
Trade names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Identified intangible assets | $ 32,900 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) - Payment processing fees - Payment processing vendor - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Expense transactions with related party | $ 210.9 | $ 130.8 |
Due from related parties | $ 8.3 |
Schedule II_Valuation and Qua_2
Schedule II—Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer Receivable Reserve | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 90,547 | $ 51,311 | $ 25,966 |
Charged to Expenses | 27,285 | 107,685 | 77,053 |
Charges Utilized/ Write-Offs | (86,962) | (68,449) | (51,708) |
Balance at End of Period | 30,870 | 90,547 | 51,311 |
Insurance Liability | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 51,020 | 72,773 | 43,912 |
Charged to Expenses | 85,313 | 98,735 | 130,559 |
Charges Utilized/ Write-Offs | (90,408) | (99,004) | (94,558) |
Changes in Estimates for Prior Periods | 1,308 | (21,484) | (7,140) |
Balance at End of Period | 47,233 | 51,020 | 72,773 |
Valuation Allowance on Deferred Tax Assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 2,053,069 | 1,024,005 | 190,583 |
Charged to Expenses | 1,210,754 | 1,029,064 | 824,628 |
Charged to Other Accounts | 0 | 0 | 8,794 |
Balance at End of Period | $ 3,263,823 | $ 2,053,069 | $ 1,024,005 |